TERMS & CONDITIONS

Introduction

This Terms & Conditions Agreement (“Agreement”) constitutes a binding legal instrument between Edinburg Spotlight, including its parent entities, affiliates, officers, employees, contractors, agents, licensees, successors, and assigns (collectively, “Producer”), and any individual or business entity, together with their owners, officers, representatives, agents, employees, or affiliates, that submits an inquiry, communicates interest, completes any form, or tenders payment in connection with participation in the Edinburg Spotlight program (“Participant”).

By initiating contact of any kind—including but not limited to submitting an inquiry, completing an online form, engaging in written or electronic communication, or remitting payment—Participant knowingly, voluntarily, and irrevocably agrees to be bound by this Agreement. Such assent is deemed effective immediately upon the first act of inquiry or payment and shall remain in full force unless expressly modified in a written amendment executed solely by Producer.

Participant acknowledges that Edinburg Spotlight is a documentary program created for cultural, historical, and editorial purposes, and is not a marketing agency, advertising service, branding consultant, or commercial media provider. Participation in the Program is governed exclusively by this Agreement and shall not be construed as the purchase of promotional services or deliverable media assets of any kind.

Participant further understands that participation may involve being recorded, filmed, photographed, interviewed, or otherwise documented, and Participant hereby consents to such recording and documentation as a condition of involvement in the Program. Where the Participant acts on behalf of an organization or business entity, the individual agreeing to this Agreement represents and warrants that they possess full legal authority to bind that entity.

This Agreement governs all aspects of participation, including eligibility, scheduling, conduct, rights to Recorded Materials, editorial authority, payment obligations, distribution rights, and limitations of liability. Participant agrees that any additional policies, notices, or updates published by Producer on its official website are hereby incorporated by reference and form part of this binding Agreement.

This Agreement shall be interpreted and enforced in accordance with the laws of the State of Texas, and Participant expressly acknowledges that any engagement with Producer constitutes a legal relationship governed by the terms set forth herein.

1. Definitions and Interpretation

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. All definitions apply equally to the singular and plural forms of the terms.

1.1. “Producer”

“Producer” means Edinburg Spotlight, including its parent entities, affiliates, officers, employees, contractors, agents, licensees, successors, assigns, and any persons acting under its authority or with its permission.

1.2. “Participant”

“Participant” means any individual or business entity, together with its owners, officers, representatives, agents, employees, or affiliates, that submits an inquiry, communicates interest, completes any form, or tenders payment for participation in the Program.

1.3. “Program”

“Program” means the documentary-style audiovisual production known as Edinburg Spotlight, including all episodes, segments, derivative works, promotional materials, archival compilations, and any media now known or hereafter devised in which the Content may appear.

1.4. “Placement”

“Placement” refers exclusively to the Participant’s purchased opportunity to be featured, or considered for inclusion, within the Program, subject solely to Producer’s editorial discretion. Placement does not constitute the purchase of deliverables, marketing services, or media assets.

1.5. “Recorded Materials”

“Recorded Materials” means all audio, video, photographic, written, or electronic materials captured, generated, or documented by Producer in connection with the Participant, whether or not ultimately used in the final Program.

1.6. “Content”

“Content” means all Recorded Materials and all derivative works, edits, adaptations, modifications, compilations, or versions created from them, in any format or medium now known or hereafter devised, including promotional uses, trailers, and excerpts.

1.7. “Media Assets”

“Media Assets” means raw footage, edited footage, audio recordings, photographs, behind-the-scenes captures, stills, or any digital or physical files associated with the production process.

1.8. “Production Activities”

“Production Activities” means any act related to filming, recording, photographing, interviewing, staging, directing, or otherwise documenting the Participant for the Program.

1.9. “Website Policies”

“Website Policies” means any written policies, notices, disclaimers, procedures, or updates published by Producer on its official website, which are incorporated by reference into this Agreement.

1.10. “Texas Law”

“Texas Law” means the statutes, rules, and legal principles of the State of Texas that govern the interpretation and enforcement of this Agreement.

1.11. Interpretation Rules

Unless expressly stated otherwise:

(a) headnotes and section titles are for convenience only and do not affect interpretation;

(b) “including” means “including without limitation”;

(d) references to written consent include electronic communications issued by Producer;

(e) all obligations binding upon the Participant extend to its successors, assigns, and affiliated representatives.

2. Nature and Scope of Engagement

2.1. Documentary Purpose of the Program

The Participant acknowledges that the Program is a documentary-style audiovisual production created for cultural, historical, and editorial purposes. The Program exists to document and present stories, individuals, and community identities at the sole discretion of the Producer.

2.2. No Marketing or Advertising Services

The Participant understands and agrees that Producer is not a marketing agency, advertising service, branding consultant, promotional vendor, or media services provider. Participation in the Program shall not be construed as the purchase of commercial advertising, marketing deliverables, or promotional media assets of any kind.

2.3. Nature of the Placement

A Placement constitutes solely the Participant’s opportunity to be considered for inclusion in an episode or segment of the Program. A Placement is not a guarantee of filming, inclusion, portrayal, release, distribution, continuity, or final appearance.

2.4. No Promises or Deliverables

Producer does not promise, warrant, or represent that the Participant will receive:

(a) any form of video or photographic deliverable;

(b) any promotional material;

(d) any measurable outcome such as increased sales, exposure, brand recognition, or audience engagement.

No such items are included in the Placement.

2.5. Producer’s Right to Decline or Limit Engagement

Producer retains the unrestricted right to accept, decline, postpone, modify, or terminate the Participant’s engagement in the Program at any time, with or without cause, pursuant to the terms of this Agreement.

2.6. No Obligation to Release Content

Producer has no legal or contractual obligation to:

(a) release the Participant’s recorded materials;

(b) include the Participant in any episode;

(d) maintain the Program’s availability on any platform or medium.

2.7. Non-Exclusive Engagement

Participant acknowledges that Producer may concurrently film or feature other individuals or businesses and owes no exclusivity obligations to Participant.

3. Eligibility for Participation

3.1. Discretionary Eligibility

Participation in the Program is subject to the exclusive, absolute, and unreviewable discretion of the Producer. Producer may approve, deny, limit, or revoke eligibility at any time and for any reason or no reason, without obligation to provide explanation, justification, or supporting evidence.

3.2. Prohibited Categories

The Participant shall be deemed ineligible for participation if the Participant, its owners, representatives, or affiliated persons engage in, promote, are associated with, or derive material benefit from any of the following categories, as determined by Producer in its sole discretion:

(a) adult, sexually explicit, or pornographic content;

(b) politically partisan groups, political advocacy, political campaigns, or politically divisive activity;

(d) illegal, deceptive, or fraudulent businesses or activities;

(e) activities reasonably deemed by Producer to pose reputational, ethical, legal, or safety concerns, or to conflict with the purpose, tone, or mission of the Program.

3.3. Continuing Obligation

Eligibility is a continuing condition. Discovery—whether before, during, or after filming—of any prohibited activity, misrepresentation, or conduct inconsistent with Producer’s standards shall constitute immediate grounds for rescission of eligibility and termination of participation.

3.4. No Challenge or Review

Producer’s determinations regarding eligibility, assessment of risk, or classification of a Participant’s conduct or business category shall be final, conclusive, and not subject to appeal, review, arbitration, or dispute.

3.5. No Liability for Ineligibility Determinations

Producer shall not be liable for any losses, perceived damages, business disruptions, reputational effects, or consequences of any kind arising from a determination of ineligibility or termination of participation pursuant to this Section.

Section 4. Grant of Rights and Ownership of Content

4.1. Assignment of Intellectual Property and Recorded Materials

Participant hereby irrevocably assigns, transfers, and conveys to Producer, exclusively and in perpetuity, all right, title, and interest throughout the universe in and to any and all audiovisual, photographic, written, digital, or recorded materials captured, created, or generated by Producer in connection with Participant’s involvement in the Program (“Recorded Materials”).

Such assignment includes all copyrights, neighboring rights, and all rights in derivative works, whether now known or hereafter devised, in all media, formats, technologies, and distribution channels.

4.2. Scope of Granted Rights

Without limiting the generality of the foregoing, Producer is granted the unrestricted and exclusive right to:

(a) reproduce, distribute, transmit, broadcast, stream, exhibit, display, license, sublicense, publish, archive, or otherwise exploit the Content for any purpose;

(b) edit, modify, adapt, dub, caption, crop, transform, or otherwise alter the Content in Producer’s sole artistic and editorial discretion;

(c) use Participant’s name, likeness, voice, statements, branding, product images, premises, logos, signage, and biographical information in connection with the Program or any promotional, archival, or derivative uses;

(d) create derivative works, compilations, segments, teasers, trailers, advertisements, educational pieces, promotional materials, social media content, or any form of re-use based on the Content.

4.3. Exclusive Ownership and Control

All Recorded Materials and all Content derived from such materials shall be the sole and exclusive property of Producer from the moment of creation.

Participant shall acquire no rights, title, interests, licenses, or permissions in or to the Content, and shall not claim authorship, joint authorship, co-ownership, or entitlement to royalties, compensation, credits, or approval rights.

4.4. No Delivery of Footage or Media Assets

Participant acknowledges and agrees that the acquisition of a Placement does not entitle Participant to receive any raw footage, edited footage, photographs, audio captures, behind-the-scenes materials, stills, drafts, or any media assets whatsoever.

Access to any materials, if ever granted, requires a separate written license agreement executed solely at Producer’s discretion and subject to additional fees.

4.5. Non-Revocable Consent and No Right of Withdrawal

The rights granted herein are fully non-revocable, and Participant shall have no right to withdraw consent, rescind permission, or demand removal, takedown, modification, or discontinuation of the Content or its uses, regardless of circumstance, personal preference, or subsequent changes to Participant’s business or public persona.

4.6. Waiver of Rights of Inspection, Approval, and Compensation

Participant expressly waives any and all rights to:

(a) inspect, review, approve, or provide input on Recorded Materials or Content;

(b) request revisions, edits, or omissions;

(c) receive credit, attribution, royalty payments, residuals, licensing fees, or any form of compensation beyond the Placement fee.

4.7. Moral Rights Waiver

To the fullest extent permitted by law, Participant waives all “moral rights” or “rights of attribution and integrity,” including the right to:

(a) be credited or identified as the subject or creator of any Content;

(b) object to distortion, modification, editing, contextual alteration, or derivative use;

Such waiver applies worldwide and in perpetuity.

4.8. Archival Use and Perpetual Program Incorporation

Producer may incorporate the Recorded Materials and Content into its permanent historical, cultural, documentary, or creative archives. Such materials may be used for future seasons, retrospectives, compilations, exhibitions, anniversary releases, educational programming, or any other archival or public purpose Producer determines.

4.9. No Expectation of Use or Release

Participant acknowledges that Producer is under no obligation to:

(a) include Participant in the final Program;

(b) release any footage involving Participant;

(d) notify Participant of release schedules, edition changes, or archival uses.

Failure to use or release Content shall not entitle Participant to refunds or remedies.

4.10. Representations and Warranties by Participant

Participant represents and warrants that:

(a) they have the legal capacity and authority to grant the rights provided herein;

(b) no third-party approvals are required beyond those disclosed to Producer;

(d) they will secure all necessary permissions from staff, customers, tenants, owners, or partners for Producer to lawfully capture and use Recorded Materials.

4.11. Survival of Rights

All rights granted to Producer under this Section 4 shall survive termination of Participant’s Placement and shall remain irrevocably vested in Producer in perpetuity.

Section 5. No Delivery of Media Assets

5.1. No Entitlement to Footage or Materials

Participant expressly acknowledges and agrees that the purchase of a Placement does not entitle Participant to receive any footage, photography, audio recordings, behind-the-scenes materials, still images, drafts, or any media assets of any kind created during production (“Media Assets”).

Producer retains sole ownership and possession of all Media Assets and shall have no obligation whatsoever to share, license, sell, or deliver such materials to Participant.

5.2. No Access to Raw Footage, Edited Footage, or Outtakes

Participant shall have no right to review, inspect, approve, or obtain:

(a) raw or unedited footage;

(b) edited sequences, preliminary cuts, or final cuts;

(d) color-graded, sound-designed, or post-production variations;

(e) photographic stills, screen captures, thumbnails, or promotional frames.

Such items are the exclusive property of Producer and not included within the Placement.

5.3. Separate Licensing Required for Any Access

Any consideration by Producer to grant Participant access to any Media Assets—whether in raw, edited, or derivative form—must be secured through a separate written licensing agreement executed solely at Producer’s discretion.

Such licenses may require additional fees, impose usage restrictions, include time-limited permissions, and reserve archival rights for Producer. Producer has no obligation to offer such licensing opportunities under any circumstances.

5.4. No Obligation to Provide Approved Clips for Sharing

Producer is not required to generate, curate, export, or provide clips, reels, or shareable assets for Participant’s use.

If Producer chooses, at its discretion, to enable sharing via platform-native settings (e.g., Instagram sharing permissions), such optional sharing does not create any right for Participant to request downloadable files or custom versions of Content.

5.5. Restrictions on Unauthorized Acquisition

Participant shall not attempt to acquire Media Assets through unauthorized means, including:

(a) downloading or screen-recording Content from public platforms;

(b) extracting still frames or audio from Producer’s uploads;

(d) soliciting or compensating third parties to obtain Media Assets.

Any such attempt constitutes a material breach and infringement of Producer’s intellectual property rights.

5.6. No Obligation for Replacement or Recreation

Producer shall not be required to re-shoot, recreate, replace, or replicate any Media Assets for Participant under any circumstance, including but not limited to loss of footage, corrupted files, or creative decisions not to use certain recorded materials.

5.7. No Impact on Placement or Participation

Participant’s inability to access or receive Media Assets shall not affect:

(a) the validity of this Agreement,

(b) Participant’s obligations hereunder,

(d) the Producer’s editorial and creative authority.

Lack of delivered materials does not constitute grounds for refund, dispute, or chargeback.

5.8. Survival and Enforcement

This Section 5 shall survive the conclusion, cancellation, rescission, or expiration of Participant’s Placement and shall remain enforceable in perpetuity.

Section 6. Editorial and Creative Authority

6.1. Exclusive Creative Control

Producer retains sole, absolute, irrevocable, and unfettered discretion over all creative, editorial, artistic, narrative, structural, stylistic, and production-related decisions concerning the Program and any Content derived from Participant’s Recorded Materials. This includes, without limitation, decisions relating to storyline, sequencing, pacing, tone, characterization, thematic emphasis, color grading, sound design, editing, and overall aesthetic presentation.

6.2. No Right of Review or Approval

Participant acknowledges and agrees that they shall have no right to:

(a) review or inspect any footage or edits;

(b) approve, veto, or influence any creative or editorial choices;

(d) require the inclusion, exclusion, or alteration of any Recorded Materials.

All such rights are expressly waived.

6.3. No Obligation to Use Recorded Materials

Producer is under no obligation to incorporate any portion of Participant’s Recorded Materials into the Program. Producer may choose, at its discretion, to use all, some, or none of the Recorded Materials, and Participant shall have no claim or remedy based on non-use or partial use.

6.4. Right to Edit, Adapt, Modify, and Transform

Producer may edit, adapt, crop, alter, rearrange, modify, distort, juxtapose, re-contextualize, or otherwise transform Participant’s Recorded Materials in any manner the Producer deems appropriate for artistic, narrative, promotional, archival, educational, or any other purposes, in all media now known or hereafter devised, throughout the universe, in perpetuity.

6.5. No Representation of Accuracy or Completeness

Producer makes no representation, warranty, or guarantee that Participant’s portrayal will be accurate, complete, flattering, neutral, objective, or reflective of Participant’s self-perception or intended message.

Participant expressly waives any claim based on dissatisfaction with their portrayal, the interpretation of their words or actions, or the audience’s response thereto.

6.6. Use for Promotional and Derivative Works

Producer may use Participant’s Recorded Materials, likeness, name, image, voice, or biographical data for:

(a) the Program itself;

(b) promotional, marketing, or advertising materials;

(d) derivative works, expansions, compilations, recuts, or series extensions;

(e) archival, educational, or documentary-context usage.

Participant waives all rights to compensation, approval, or attribution for such uses.

6.7. No Guarantee of Release or Distribution

Producer does not guarantee that any Content featuring Participant will be published, distributed, broadcast, streamed, exhibited, promoted, or included in any episode. Producer may postpone, withhold, or decline release at its discretion, without liability.

6.8. Irrevocability

The rights granted to Producer under this Section are irrevocable, perpetual, and survive termination or cancellation of Participant’s Placement.

6.9. No Cause of Action Based on Creative Decisions

Participant shall have no right to bring any claim, suit, complaint, or action based on:

(a) editorial choices;

(b) creative interpretation;

(d) perceived reputational impact arising from artistic presentation;

(e) the public’s reaction or criticism of Participant’s portrayal.

All such claims are expressly waived and barred.

Section 7. Distribution and Platform Controls

7.1. Exclusive Authority Over Distribution

Producer retains the sole, exclusive, absolute, and unrestricted right to determine all matters relating to the publication, release, distribution, exhibition, broadcast, streaming, re-release, or suppression of any Content. This authority includes—but is not limited to—decisions regarding:

(a) platforms of release;

(b) timing and scheduling;

(d) format or media;

(e) promotional priority;

(f) segmentation, teasers, and derivative works.

Participant acknowledges that distribution decisions are made solely for the benefit of the Program and at the Producer’s discretion, and not for Participant’s commercial or reputational interests.

7.2. No Guarantee of Release

Producer does not warrant or guarantee that any Content featuring Participant will be published, distributed, promoted, or included in any episode or platform. Producer may delay, alter, withhold, or permanently decline release of Content, without liability and without obligation of explanation.

7.3. Platform-Level Permissions and Technical Controls

Producer retains absolute discretion to enable, disable, suspend, or restrict any platform-specific functions, including:

(a) downloading;

(b) reposting;

(d) embedding;

(e) stitching, remixing, or derivative user-generated content;

(f) duet or reaction features;

(g) saving to device or offline viewing.

Participant acknowledges that such permissions are technical privileges, not rights, and are controlled entirely by Producer.

7.4. Authorization to Share Publicly Released Content

Where Producer elects to enable platform sharing functions, Participant may share only the publicly released Content in accordance with those limited permissions.

No additional rights—whether to download, modify, archive, extract, repost on external platforms, or create derivative works—are granted unless expressly authorized in writing.

7.5. Prohibition on Unauthorized Distribution

Participant shall not, under any circumstance:

(a) download Content except through Producer-enabled functions;

(b) circumvent technological measures restricting downloads or copies;

(d) use Recorded Materials or Content for commercial gain;

(e) alter, crop, re-edit, or repurpose Content;

(f) distribute any behind-the-scenes, unreleased, draft, or proprietary production materials.

Any such attempt constitutes a material breach and a violation of Producer’s intellectual property rights.

7.6. Injunctive Relief for Unauthorized Use

Unauthorized copying, editing, distribution, or exploitation of Content shall constitute irreparable harm to Producer.

Producer shall be entitled to immediate injunctive relief—temporary, preliminary, and permanent—together with damages, attorneys’ fees, and any other remedy available in law or equity.

7.7. No Obligation to Maintain Availability

Producer may remove, archive, relocate, or disable access to any Content or platform at any time, for any reason or no reason, without liability.

This includes, without limitation: platform policy changes, audience strategy, brand concerns, technical issues, contractual obligations, or editorial preference.

7.8. Derivative and Extended Use

Producer may use Content in:

(a) promotional materials;

(b) reels, trailers, teasers, and highlight compilations;

(d) anthologies, archives, or documentary retrospectives;

(e) educational or historical exhibitions.

Participant waives any entitlement to compensation, approval, notification, or attribution for such use.

7.9. Irrevocability and Survival

All rights granted in this Section are irrevocable, perpetual, worldwide, and fully survive termination of the Participant’s Placement.

7.10. No Liability for Platform Performance, Outages, or Technical Failures

Producer shall bear no liability for, and Participant expressly waives any claims relating to, platform-level performance or malfunction, including without limitation:

(a) outages, instability, or removal of features;

(b) changes to algorithms, visibility, reach, or engagement metrics;

(d) shadow-banning, demonetization, or content moderation decisions;

(e) data loss, compression, display issues, or technical degradation.

Participant acknowledges that platform performance is entirely outside Producer’s control and cannot form the basis of any complaint, claim for damages, demand for modification, or request for alternative distribution.

7.11. No Takedown, Removal, or Edit Requests

Participant expressly waives any right to request:

(a) removal of Content from any platform;

(b) edits, re-edits, alterations, or omissions;

(d) suppression or limitation of distribution;

(e) modifications based on public reception, commentary, review, or criticism.

All editorial and distribution decisions remain exclusively with Producer, and any participant request for removal or alteration shall have no force, effect, or binding obligation on Producer.

7.12. Monetization and Commercial Exploitation Rights

Producer retains the exclusive, perpetual, worldwide right to monetize the Content in any manner and through any revenue model now known or later developed, including without limitation:

(a) advertising revenue and sponsorship integration;

(b) licensing, sublicensing, or syndication;

(d) anthology packages, special editions, or archival releases;

(e) use in promotional reels, documentaries, behind-the-scenes features, or series spinoffs;

(f) commercial merchandise, branding, or ancillary products.

Participant waives any claim to compensation, royalties, residuals, profit-sharing, or notice related to any such exploitation.

Section 8. Pricing Modifications and Economic Adjustments

8.1. Reserved Right to Modify Pricing

Producer reserves the absolute, unrestricted, and unilateral right to modify, increase, adjust, or otherwise alter pricing for Placements, Production Services, or any related fees at any time, with or without notice.

Such modifications may occur prior to or after Participant’s inquiry and shall apply immediately to all transactions not yet completed.

8.2. Pricing at Time of Transaction Controls

Participant’s payment secures only the pricing in effect at the precise moment of the completed transaction.

Producer shall bear no obligation to honor prior pricing, quoted pricing, historical pricing, or any pricing previously displayed on any platform, communication, or publication.

8.3. Economic Factors Influencing Adjustments

Participant acknowledges that pricing adjustments may be influenced by, without limitation:

(a) supply-and-demand fluctuations;

(b) production calendar constraints;

(d) staffing or equipment needs;

(e) increased operational costs;

(f) limited availability or peak scheduling periods.

Producer shall not be required to justify or disclose the basis for any pricing adjustment.

8.4. No Entitlement to Future Pricing or Discounts

Participant expressly acknowledges that securing a Placement does not entitle them to:

(a) future placements at the same price;

(b) preferential pricing;

(d) application of past promotional rates.

All future Placements shall be subject to the pricing then in effect.

8.5. No Refunds Based on Pricing Changes

Participant shall not be entitled to a refund, credit, partial reimbursement, or renegotiation due to any pricing modifications occurring after payment.

Price increases or decreases, whether temporary or permanent, do not create grounds for dispute, refund, chargeback, or re-evaluation of the transaction.

8.6. Effect of Lapsed Payments on Pricing

If Participant forfeits their Placement due to failure to remit the remaining balance within the required timeframe, reinstatement shall require payment of the then-current Placement fee in full—regardless of previously quoted, agreed, or partially paid pricing.

8.7. Promotional Rates and Limited Offers

Producer may, at its sole discretion, offer promotional pricing, temporary discounts, introductory rates, or special packages.

Such promotions:

(a) may be withdrawn at any time without notice;

(b) apply only to transactions completed within the promotional window;

8.8. Authority to Decline Transactions Based on Mispricing

Producer retains the right to void, decline, or correct any transaction arising from clerical error, typographical error, misprint, system malfunction, or incorrect price display.

Participant shall be notified of such correction, and no contract shall be formed until the proper pricing is accepted and paid.

8.9. Survival of Pricing Rights

The rights and discretions described in this Section survive termination, cancellation, expiration, or completion of the Participant’s Placement and remain fully enforceable.

8.10. No Price Matching or Competitive Adjustments

Participant acknowledges and agrees that Producer is under no obligation to match or honor any lower pricing offered to, paid by, or extended to any other participant, business, individual, or entity.

Producer shall not provide refunds, credits, adjustments, or renegotiated terms based on:

(a) promotional rates offered to others;

(b) private discounts or negotiated terms;

(d) competitive pricing offered by third parties;

(e) perceived fairness or market comparisons.

Each Participant’s pricing is individualized and determined solely by the terms applicable at the moment of their own transaction.

8.11. Automatic Expiration of Quotes and Pricing Proposals

Any pricing quote, estimate, proposal, or verbal/written indication of cost provided by Producer shall automatically expire seven (7) calendar days after issuance unless expressly renewed in writing by Producer.

Upon expiration, Producer shall have no obligation to honor prior pricing, and any subsequent transaction shall be governed exclusively by the pricing in effect at the time payment is tendered.

Section 9. Binding Effect and Survival

9.1. Binding Effect on Participants and Successors

This Agreement shall be binding upon and enforceable against the Participant, as well as the Participant’s owners, officers, agents, representatives, employees, affiliates, successors, assigns, heirs, and legal or personal representatives.

Participant expressly acknowledges that entering into this Agreement creates a legally binding relationship that extends beyond the individual signing party and applies to any entity or person acting on the Participant’s behalf or deriving rights through the Participant.

9.2. Producer’s Successors and Assigns

Producer may assign, delegate, sublicense, transfer, or otherwise convey its rights and obligations under this Agreement, in whole or in part, to any parent entity, affiliate, successor, assignee, licensee, or purchaser of assets or interests, without notice to or consent from Participant.

Participant agrees that such assignment shall not affect the enforceability of this Agreement and that all rights granted to Producer shall automatically transfer to and benefit any such successor entity.

9.3. Survival of Rights, Obligations, and Restrictions

All grants of rights, licenses, waivers, releases, covenants, indemnities, intellectual property assignments, payment obligations, confidentiality obligations, non-disparagement obligations, and all other provisions intended by their nature to survive termination shall survive in perpetuity, without limitation, regardless of:

(a) completion or cancellation of the Placement;

(b) expiration or termination of the Participant’s involvement;

9.4. Perpetual Continuation of Intellectual Property Rights

Participant acknowledges that all rights granted to Producer with respect to Recorded Materials and Content—including intellectual property ownership, distribution rights, editorial control, and exploitation rights—shall remain irrevocable, perpetual, worldwide, and fully enforceable even after the Participant’s Placement concludes.

Participant shall have no ability to revoke, rescind, terminate, or modify such rights at any time.

9.5. Non-Revocation of Covenants

Participant’s covenants—including but not limited to the covenant not to sue, indemnification obligations, and waivers of claims—shall remain in full force indefinitely.

Participant waives any statutory or common-law right to withdraw, rescind, or revoke these commitments.

9.6. Continuing Application of Restrictions

Restrictions relating to unauthorized distribution, editing, misuse, misrepresentation, confidentiality, proprietary information, and platform controls shall apply permanently to Participant and all parties acting on Participant’s behalf.

9.7. Effect of Entity Restructuring

Should Participant undergo a merger, acquisition, restructuring, sale, dissolution, rebranding, or change in ownership, all obligations herein shall automatically transfer to and bind any successor or controlling entity.

Producer’s rights shall remain unaffected, unimpaired, and fully enforceable.

9.8. No Obligation for Ongoing Relationship

While the rights granted to Producer survive indefinitely, nothing in this Agreement shall be construed as obligating Producer to:

(a) continue producing the Program;

(b) continue featuring Participant in future content;

(d) update, display, or preserve the Content.

Producer may, at its discretion, cease operations, rebrand, restructure, discontinue the Program, or alter its distribution channels without creating liability or diminishing the survival of rights under this Agreement.

Section 10. Payment Terms

10.1. Securing a Placement

A Placement shall be deemed secured only upon Producer’s receipt of either:

(a) full payment of the Placement fee; or

(b) a deposit equal to fifty percent (50%) of the total Placement fee.

No rights, scheduling considerations, or production obligations shall vest until payment is received.

10.2. Non-Refundable Deposit

All deposits are strictly non-refundable, non-creditable, and non-transferable under all circumstances, including but not limited to Participant cancellation, withdrawal, non-cooperation, production delays, business changes, or any inability to appear.

10.3. Payment Deadline

The remaining balance of the Placement fee must be paid in full within fifteen (15) calendar days of the initial deposit. Failure to remit full payment within this period shall constitute a material breach, resulting in:

(a) immediate forfeiture of the deposit;

(b) automatic cancellation of the Placement; and

10.4. No Production Prior to Full Payment

Producer shall not schedule, begin, or continue any filming, production work, or pre-production planning unless and until the Placement has been paid in full.

10.5. Reinstatement Following Lapse

If participation is forfeited due to non-payment, reinstatement may occur only upon Participant’s payment of the full, then-current Placement fee. Prior deposits or pricing shall not be honored, reinstated, or applied as credit.

10.6. No Refunds for Partial Participation or Non-Completion

Participant acknowledges that no refund, reduction in fee, or credit shall be granted due to:

(a) Participant’s inability to participate fully;

(b) Participant's discontinuation after production begins;

(d) dissatisfaction with editorial decisions or non-release of Content;

(e) changes in Participant's business, circumstances, or preferences.

10.7. Pricing Adjustments

Participant acknowledges and agrees that Producer retains the unrestricted right to modify Placement pricing at any time and without notice. Participant’s pricing is fixed only at the moment payment is successfully processed.

10.8. Taxes and Fees

Participant shall be responsible for any applicable taxes, payment processing fees, or governmental charges associated with the Placement, unless expressly stated otherwise by Producer in writing.

10.9. Prohibition on Chargebacks; Authorization to Dispute

10.9.1. No Chargebacks Permitted

Participant expressly agrees that all payments made to Producer—whether deposits or full payments—are final, non-refundable, and not subject to chargeback, reversal, retrieval, or cancellation through any financial institution, payment processor, credit card company, or bank.

10.9.2. Agreement Not to Initiate Chargebacks

Participant shall not initiate, assist, solicit, or encourage any chargeback or payment reversal for any reason, including but not limited to dissatisfaction, disagreement, scheduling issues, non-appearance, or editorial decisions made by Producer.

10.9.3. Authorization to Dispute Chargebacks

In the event Participant or Participant’s financial institution initiates a chargeback in violation of this Agreement, Participant authorizes Producer to dispute, challenge, and contest the chargeback and to submit this Agreement as evidence of the Participant’s contractual obligations and waiver of chargeback rights.

10.9.4. Liability for Unauthorized Chargebacks

If a chargeback is attempted or processed, Participant shall be liable for:

(a) the full Placement fee;

(b) any processing, legal, administrative, or arbitration fees incurred by Producer;

10.9.5. Breach and Termination

Any attempted chargeback shall constitute a material breach of this Agreement, resulting in:

(a) immediate termination of participation;

(b) forfeiture of all payments;

Section 11. Scheduling, Rescheduling, and Cancellations

11.1. Scheduling Contingent Upon Full Payment

No filming, production activity, or calendar assignment shall occur until the Producer has received full and complete payment of all Placement fees. Any tentative scheduling prior to full payment shall be deemed provisional and may be revoked or reassigned at Producer’s discretion.

11.2. Participant’s Rescheduling Obligations

Participant shall provide no fewer than seventy-two (72) hours’ prior written notice for any request to reschedule. Failure to provide timely notice shall constitute a Last-Minute Cancellation as defined herein.

11.3. Consequences of a Last-Minute Cancellation

A Last-Minute Cancellation shall result in:

(a) immediate forfeiture of Participant’s scheduled time slot;

(b) automatic transfer of Participant to the next available opening determined solely by Producer;

(d) no refund or credit of any kind.

11.4. Second Cancellation — Automatic Termination

A second cancellation—whether timely or untimely—constitutes a material breach of this Agreement and shall result in:

(a) immediate and permanent termination of Participant’s Placement;

(b) forfeiture of all payments made;

(d) permanent ineligibility for reinstatement absent Producer’s express written consent.

11.5. No-Show Policy

Failure to appear at the scheduled filming time without notice shall be treated identically to a Last-Minute Cancellation and shall be subject to the same consequences and forfeitures.

11.6. Producer’s Absolute Discretion to Modify or Cancel

Producer reserves the unrestricted and unilateral right to modify, reschedule, postpone, or cancel any scheduled filming session at any time, with or without cause, including but not limited to:

(a) weather conditions;

(b) safety concerns;

(d) production exigencies;

(e) staffing limitations;

(f) scheduling conflicts;

(g) any circumstances deemed relevant by Producer.

11.7. No Liability for Production Modifications

Producer shall bear no liability for any damages, losses, business interruptions, costs, or inconveniences arising from scheduling changes or cancellations, whether initiated by Producer or Participant.

11.8. No Obligation to Accommodate Participant’s Preferences

Rescheduling accommodations, if granted, shall be based solely on Producer’s availability and production calendar. Producer is under no obligation to match Participant’s preferred dates, times, or operational constraints.

11.9. Reinstitution After Lapse

If Participant abandons or lapses in scheduling for more than fifteen (15) days after payment, Producer may require Participant to repurchase a Placement at current pricing, without crediting any prior payments or deposits.

11.10. Additional Fees for Rescheduling or Operational Disruptions

Producer reserves the right to assess additional fees, at its sole discretion, for any rescheduling event or operational disruption attributable to Participant, including but not limited to increased personnel costs, equipment redeployment, location adjustments, or scheduling inefficiencies. Such fees shall be due immediately upon invoice, and failure to remit payment shall constitute a material breach resulting in termination of the Placement.

11.11. Weather, Safety, and Force Majeure Events Do Not Alter Obligations

Any delay, modification, or cancellation resulting from weather conditions, safety-related concerns, or force majeure events shall not extend production timelines, create entitlement to refunds, credits, or rescheduling priority, or relieve Participant of any contractual obligations. All such determinations shall be made exclusively by Producer in its sole judgment.

11.12. Participant’s Responsibility for Location Readiness and Access

Participant is solely responsible for ensuring that all filming locations, personnel, properties, and operational environments are fully accessible, prepared, safe, and production-ready at the scheduled time. Any failure to provide adequate access, timely readiness, or operational cooperation shall constitute a Last-Minute Cancellation or No-Show, subject to all consequences outlined herein.

Section 12. Participant Conduct Requirements

12.1. Duty of Professional Conduct

Participant shall conduct themselves, and shall ensure that their employees, representatives, and affiliates conduct themselves, in a professional, cooperative, respectful, and safety-conscious manner at all times while interacting with Producer or participating in production activities.

12.2. Compliance with Instructions and Production Protocols

Participant agrees to comply with all reasonable directions, instructions, protocols, and requests issued by Producer or its staff, including but not limited to directives regarding safety, filming logistics, access to locations, movement during production, and coordination of personnel.

12.3. Prohibited Conduct

The following conduct shall constitute immediate grounds for termination of Participant’s Placement without refund or recourse:

(a) rude, hostile, aggressive, disrespectful, threatening, or abusive behavior toward Producer, staff, crew, contractors, or affiliated persons;

(b) harassment of any kind, including verbal, physical, or electronic;

(d) any action that disrupts, delays, obstructs, or compromises production operations;

(e) intoxication, impairment, or unsafe behavior at a filming location;

(f) misrepresentation, fraud, or falsification of material information provided to Producer;

(g) conduct that, in Producer’s sole discretion, exposes Producer to legal, reputational, operational, or safety risks.

12.4. No-Show and Failure to Participate

Failure to appear on time, failure to meaningfully participate in scheduled filming activities, or failure to make required personnel or locations available shall constitute a material breach and will be treated as a Last-Minute Cancellation subject to all consequences stated in Section 5.

12.5. Removal from Filming Locations

Producer retains the absolute right to remove Participant or any associated person from any filming location if Producer determines, in its sole discretion, that the individual poses a safety risk, disrupts production, or engages in conduct inconsistent with the standards of this Agreement. Such removal shall not entitle Participant to rescheduling, refund, or credit.

12.6. Termination for Conduct

Any violation of this Section 6 shall authorize Producer to immediately terminate Participant’s Placement. Upon termination, Participant shall forfeit all payments made, shall lose all rights to participation, and shall have no claim to damages, rescheduling, or reinstatement.

12.7. Preservation of Producer Rights

Termination under this Section shall not limit Producer’s right to pursue damages, injunctive relief, indemnification, or any remedy available at law or in equity for misconduct or breach by Participant.

12.8. Responsibility for Associated Persons

Participant shall be fully responsible and liable for the conduct, behavior, and compliance of all individuals present at or connected to the filming location, including but not limited to employees, contractors, customers, visitors, tenants, family members, representatives, or agents. Any misconduct, noncompliance, obstruction, or safety hazard caused by such individuals shall be deemed misconduct by Participant for purposes of this Agreement and shall subject Participant to all remedies and consequences provided herein.

12.9. Responsibility to Secure Required Permissions and Access Rights

Participant represents and warrants that it has obtained, or will obtain prior to filming, all permissions, authorizations, waivers, and access rights necessary for Producer to film on Participant’s premises and to capture the likenesses, voices, and activities of any employees, contractors, customers, property owners, landlords, or other individuals who may appear in or be affected by the production. Participant shall indemnify, defend, and hold Producer harmless from any claims, objections, privacy demands, or legal actions arising from Participant’s failure to secure such permissions.

12.10. Prohibition on Unauthorized Recording of Producer

Participant and all associated persons are strictly prohibited from recording, photographing, live-streaming, or otherwise documenting Producer’s crew, equipment, production methods, instructions, internal discussions, or behind-the-scenes operations without Producer’s express prior written consent. Any unauthorized recording or dissemination constitutes a material breach, causes irreparable harm to Producer, and entitles Producer to immediate termination of the Placement and pursuit of legal and equitable remedies, including injunctive relief and damages.

Section 13. Confidentiality and Restrictions on Disclosure

13.1. Confidential and Proprietary Information

Participant acknowledges that Producer’s production processes, methodologies, communications, internal workflows, creative strategies, scheduling systems, operational logistics, behind-the-scenes activities, and unreleased materials constitute confidential, proprietary, and trade-secret information (“Confidential Information”). All such information is and shall remain the exclusive property of Producer.

13.2. Non-Disclosure Obligations

Without Producer’s prior written consent, Participant shall not, whether directly or indirectly:

(a) disclose, reveal, reproduce, describe, or discuss any Confidential Information;

(b) display or disseminate behind-the-scenes footage, production interactions, internal communications, edits, workflows, or unreleased Content;

(c) share screenshots, recordings, or notes that depict internal methods, instructions, equipment setups, or production strategy;

(d) publish or circulate any statements, posts, videos, or commentary that mischaracterize or falsely represent Producer, the Program, its staff, or its production process.

13.3. Restrictions on Usage of Unreleased Content

Participant shall have no right to possess, use, share, modify, repost, publish, or store any unreleased Content, including raw footage, B-roll, photography, audio, or draft edits. Unauthorized possession, disclosure, or use of unreleased Content constitutes a material breach and may result in legal action.

13.4. Limited Authorization for Sharing Released Materials

Producer may, at its sole discretion, grant Participant limited permission to share certain publicly released Content.

Such authorization:

(a) must be granted either through written communication or through explicit platform-enabled sharing permissions (e.g., “Allow Remix,” “Allow Repost,” etc.);

(b) extends only to those materials for which sharing permissions have been deliberately enabled;

(d) may be revoked at any time without notice.

Any attempt to download, duplicate, screen-record, archive, or redistribute Content beyond the permissions granted shall constitute a breach of this Agreement.

13.5. Prohibition on Harmful or Misleading Representations

Participant shall not publish, post, distribute, or circulate any material—whether written, visual, or audiovisual—that:

(a) misrepresents Producer’s actions, intent, or production process;

(b) harms or attempts to harm Producer’s reputation, brand, staff, or Program;

(d) presents edited, altered, or manipulated representations of Producer’s statements or actions.

13.6. Injunctive Relief and Remedies

Participant acknowledges that any breach of this Section will cause immediate and irreparable harm to Producer.

Accordingly, Producer shall be entitled, without limitation, to:

(a) temporary restraining orders;

(b) preliminary and permanent injunctions;

(d) monetary damages;

(e) attorneys’ fees and costs;

(f) termination of Participant’s Placement.

Such remedies shall be cumulative and not exclusive.

13.7. Survival of Obligations

All confidentiality obligations shall survive termination of this Agreement in perpetuity and shall remain binding regardless of whether Participant’s Placement is completed, canceled, terminated, or withdrawn.

13.8. Restrictions on Communications with Staff and Crew

Participant shall not, without Producer’s express prior written consent, contact, solicit, question, or attempt to obtain information, materials, opinions, unpublished content, production details, or internal communications from any member of Producer’s staff, crew, contractors, affiliates, or representatives outside of official communication channels designated by Producer.

Any attempt to circumvent Producer by directly contacting crew members for operational details, unreleased materials, scheduling requests, edits, or privileged information constitutes a material breach of this Agreement. Producer may, at its discretion, terminate Participant’s Placement and pursue all legal remedies available.

13.9. Prohibition on Public Disclosure of Disputes or Grievances

Participant shall not publicly disclose, post, publish, broadcast, or otherwise disseminate any dispute, disagreement, criticism, grievance, allegation, or negative commentary relating to Producer, the Program, this Agreement, the production process, or any issue arising from participation.

All concerns, disputes, or inquiries must be addressed privately through Producer’s designated communication channels.

Any public dissemination—whether through social media, online platforms, reviews, press statements, or third-party disclosures—constitutes irreparable harm to Producer and shall entitle Producer to injunctive relief, damages, attorneys’ fees, and immediate termination of Participant’s Placement.

Section 14. Data Collection and Privacy

14.1. Consent to Data Collection and Processing

Participant expressly acknowledges and consents to Producer’s collection, storage, processing, and use of personal, business, and operational data provided by Participant or generated in connection with the Placement. Such data may include, without limitation, Participant’s name, business name, email address, telephone number, social media handles, business information, scheduling details, communications, and website interaction data.

14.2. Purpose of Data Use

Participant understands and agrees that Producer may use collected data for purposes including, but not limited to:

(a) scheduling, coordination, and operational planning;

(b) production, documentation, and archival processes;

(d) legal compliance and recordkeeping;

(e) fraud prevention, payment verification, and dispute resolution;

(f) analytics, performance tracking, and user experience improvements.

14.3. Reference to Privacy Policy

Data practices shall be governed by Producer’s Privacy Policy, incorporated herein by reference. By participating in the Program or submitting any inquiry, Participant acknowledges receipt of and agreement to the terms of the Privacy Policy as published on Producer’s official website.

14.4. Electronic Communications Consent

Participant consents to receive communications from Producer electronically, including email, SMS, website notifications, or digital messaging platforms. Participant agrees that electronic communications satisfy any legal requirement that such communications be in writing.

14.5. Accuracy of Information

Participant warrants that all information provided to Producer is accurate, complete, and up to date. Participant agrees to promptly notify Producer of any changes to contact information or business details. Failure to maintain accurate information may result in missed notifications, scheduling issues, or administrative delays for which Producer bears no responsibility.

14.6. No Rights to Access Internal Data

Participant shall have no right to access Producer’s internal records, analytics, communications, production documentation, or metadata. Requests for such materials shall be denied unless required by law.

14.7. Data Retention

Producer may retain Participant data for as long as necessary to fulfill the purposes outlined in this Agreement, comply with legal obligations, maintain production records, resolve disputes, or enforce agreements. Participant waives any right to request deletion of data where retention is reasonably necessary to Producer’s operations or legal protections.

14.8. Security Disclaimer

While Producer employs commercially reasonable security measures, Participant acknowledges that no system is guaranteed to be free from risk and agrees that Producer shall not be liable for unauthorized access, data breaches, cyberattacks, or interception of communications that occur despite reasonable security practices.

14.9. Third-Party Service Providers

Participant acknowledges and agrees that Producer may share Participant’s data with third-party service providers strictly for operational, administrative, technical, or legal purposes, including but not limited to payment processors, website hosts, cloud storage systems, scheduling platforms, communication tools, and security vendors. Producer shall not be liable for the actions or omissions of such third-party providers, provided Producer has exercised commercially reasonable discretion in selecting them.

14.10. No Sale of Personal Data

Producer does not sell, trade, lease, or otherwise monetize Participant’s personal or business data. Any disclosure of data shall occur solely as permitted under this Agreement, the Privacy Policy, or applicable law, and only for legitimate operational or legal purposes.

14.11. Continuing Communications After Participation

Participant expressly authorizes Producer to contact Participant after completion, cancellation, or termination of the Placement for purposes including, but not limited to: operational updates, legal compliance matters, archival requests, content-related notifications, administrative follow-ups, dispute resolution, or issuance of revised contractual terms. Participant may not revoke this authorization where such communications are reasonably required for Producer’s operational or legal interests.

Section 15. Disclaimers of Warranties

15.1. No Guarantees of Commercial or Public Outcomes

Producer makes no warranties, representations, guarantees, promises, or assurances—whether express, implied, statutory, or otherwise—regarding Participant’s commercial or public outcomes arising from participation in the Program. This includes, without limitation, any expectation or prediction of increased sales, revenue, customer engagement, business growth, visibility, exposure, brand recognition, social media performance, or improvement in public perception.

15.2. No Warranty of Specific Portrayal or Narrative

Producer expressly disclaims any warranty that Participant will be portrayed in any particular manner or narrative. Participant acknowledges that documentary storytelling involves editorial discretion and subjective interpretation, and Producer shall not be liable for any perceived reputational, personal, or commercial impact arising from editorial or artistic decisions.

15.3. No Warranty of Inclusion or Release

Producer does not warrant that Participant or any Recorded Materials will appear in the final Program, that the Program or any episode will be released on any particular date, or that production will be completed at all. Producer retains absolute discretion regarding whether, when, or how any Content is distributed.

15.4. No Warranty of Technical Perfection

Producer makes no warranty that production or Content will be free from errors, omissions, artifacts, imperfections, or technical anomalies inherent in creative or documentary production. Participant waives any right to claim damages or request adjustments based on subjective dissatisfaction or technical critique.

15.5. No Warranty Relating to Public Reaction or Interpretation

Producer disclaims any responsibility for public opinion, commentary, criticism, online reactions, reviews, interpretations, misinterpretations, social media discourse, or third-party content derived from or influenced by Participant’s appearance in the Program. Participant understands that public discourse is outside Producer’s control.

15.6. No Warranty of Uninterrupted Operation or Availability

Producer makes no warranty that the Program, its website, distribution platforms, or any digital systems will be continuously available, error-free, or unaffected by downtime, outages, technical failures, cyberattacks, or maintenance interruptions. Producer bears no liability for any losses arising from such circumstances.

15.7. Exclusivity of Warranties

Except as expressly stated in this Agreement, all warranties, whether express, implied, statutory, or otherwise—including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, completeness, title, or non-infringement—are hereby expressly disclaimed to the fullest extent permitted by law.

15.8. Reliance Disclaimer

Participant acknowledges that they have not relied on any statements, representations, assurances, or promises—whether verbal or written—other than those expressly contained in this Agreement. Any statements made by Producer or its representatives outside this Agreement shall not constitute a warranty or create any legal obligation.

15.9. Assumption of Risk

Participant acknowledges and expressly assumes all risks inherent in public exposure and participation in a documentary-style program. Such risks include, without limitation: public commentary, criticism, satire, interpretation or misinterpretation of the Content, online or offline reactions, user-generated derivatives, discussion or debate on social media platforms, and any reputational, emotional, or commercial effects resulting therefrom. Participant understands that Producer cannot control audience reception, third-party opinions, or downstream use of publicly released materials, and Participant voluntarily accepts all consequences arising from such exposure. Participant hereby waives any claim arising from public reaction, discourse, controversy, or interpretation of the Program or Participant’s depiction within it.

15.10. Third-Party Platforms, Algorithms, and External Systems Disclaimer

Producer makes no warranty and assumes no responsibility for the behavior, functionality, availability, policies, moderation practices, algorithms, content placement, distribution mechanisms, technical performance, or business decisions of any third-party platform, including but not limited to social media sites, streaming platforms, video hosts, search engines, or distribution partners.

Participant acknowledges that:

(a) platforms may alter, suppress, restrict, promote, demote, crop, compress, remove, or recontextualize Content;

(b) algorithmic visibility, reach, or performance is unpredictable and outside Producer’s control;

(d) Producer shall bear no liability for the acts, omissions, or policies of third-party platforms or systems.

Participant agrees that no such platform-related issue shall constitute grounds for complaint, refund, damages, or any claim against Producer.

Section 16. Limitation of Liability

16.1. Maximum Extent Permitted by Law

To the fullest extent permitted by applicable law, Producer shall not be liable to Participant or any third party for any damages, losses, liabilities, expenses, or injuries arising out of or relating to Participant’s involvement in the Program, the Content, this Agreement, or Producer’s actions or omissions, except to the limited extent expressly stated herein.

16.2. Exclusion of Certain Categories of Damages

Producer shall not be liable for any:

(a) indirect, incidental, consequential, exemplary, punitive, or special damages;

(b) lost profits, lost revenue, lost business opportunities, or business interruption;

(d) emotional distress, mental anguish, or subjective dissatisfaction;

(e) claims arising from public commentary, social media reactions, or third-party behavior;

(f) claims arising from algorithmic decisions, platform restrictions, content moderation, or distribution limitations;

(g) delays, rescheduling, cancellations, or modifications in production;

(h) technical issues, equipment failures, system outages, data breaches, cyberattacks, or service interruptions.

16.3. Limitation of Monetary Recovery

If, notwithstanding the foregoing, Producer is found liable in any legal proceeding, arbitration, mediation, or administrative action, Participant agrees that Producer’s total cumulative liability shall not exceed the amount actually paid by Participant to Producer for the Placement at issue.

Participant agrees that this monetary limit constitutes a fair and reasonable allocation of risk.

16.4. Affirmation of Independent Contractor Relationship

Participant acknowledges that Producer’s staff, contractors, and representatives act solely as independent contractors and not as agents or employees of Participant.

Producer shall not be liable for any acts or omissions of independent contractors, crew members, freelancers, or third-party service providers engaged in connection with production.

16.5. No Liability for Decisions Made in Producer’s Professional Judgment

Producer shall not be liable for any injury, loss, or damage arising from any artistic, editorial, narrative, creative, scheduling, or operational decisions made in good faith within the scope of producing the Program.

16.6. Voluntary Participation

Participant acknowledges that their involvement in the Program is voluntary and undertaken at their own risk. Participant assumes full responsibility for any consequences arising from their participation, their statements, their conduct, their environment, or conditions present at any filming location.

16.7. No Liability for Third-Party Claims

Producer shall not be liable for any claims brought against Participant by third parties arising out of Participant’s statements, conduct, actions, business operations, or representations made during production or as depicted in the Content.

16.8. Binding Nature of Limitations

The limitations, exclusions, and disclaimers set forth in this Section 10 shall apply regardless of the legal theory asserted—whether in contract, tort, negligence, strict liability, statutory violation, or any other theory of recovery—and shall survive termination or expiration of this Agreement in perpetuity.

16.9. No Liability for Participant’s Premises or On-Site Conditions

Participant acknowledges that filming may occur on Participant’s premises or at locations under Participant’s control. Participant assumes full responsibility for ensuring that all such locations are safe, compliant with applicable laws, properly maintained, and free of hazards. Producer shall bear no liability for any injuries, accidents, property damage, equipment damage, losses, or claims arising from or connected to:

(a) unsafe, hazardous, or defective conditions on Participant’s property;

(b) actions or omissions of Participant’s employees, customers, contractors, visitors, or agents;

Participant agrees to indemnify, defend, and hold Producer harmless from any and all claims arising out of conditions, conduct, or circumstances on property owned, leased, or controlled by Participant.

16.10. No Liability for Loss of Footage, Data, or Recordings

Producer shall not be liable for any loss, corruption, deletion, destruction, or failure of footage, audio, photographs, recordings, hard drives, memory cards, storage devices, backups, or digital files, whether caused by equipment malfunction, technical errors, human error, software failure, power interruptions, cyberattacks, or any other circumstance.

Participant acknowledges that data loss is an inherent risk in audiovisual production and hereby waives any claim arising from or relating to lost, damaged, or unrecoverable Content, whether unreleased or previously captured.

Section 17. Release of Liability and Covenant Not to Sue

17.1. Comprehensive Release of Claims

Participant hereby irrevocably releases, discharges, and forever waives any and all claims, demands, actions, liabilities, damages, costs, and causes of action of any kind—whether known or unknown, suspected or unsuspected, foreseen or unforeseen—arising out of or relating to:

(a) Participant’s involvement in the Program;

(b) the capture, creation, editing, distribution, or public display of the Content;

(d) Producer’s exercise of artistic, editorial, operational, or creative discretion;

(e) public reaction, commentary, or discussion relating to Participant’s appearance;

(f) the use, non-use, modification, or non-release of any Recorded Materials.

This release is intended to be as broad and inclusive as permitted by law.

17.2. Specific Waiver of Unknown Claims (California Civil Code §1542 Equivalent)

To the fullest extent permissible under applicable law, Participant expressly waives the protection of any statute, doctrine, or principle that might otherwise limit the scope of this release, including but not limited to statutes analogous to California Civil Code §1542, which states:

“A general release does not extend to claims that the releasing party does not know or suspect to exist in their favor at the time of executing the release, which, if known, would have materially affected the settlement.”

Participant understands and agrees that this waiver means they are releasing all claims, including those they do not yet know about.

17.3. Covenant Not to Sue

Participant agrees that they shall not, under any circumstance, initiate, assist, join, maintain, encourage, or voluntarily participate in any lawsuit, arbitration, administrative proceeding, complaint, demand, or legal claim against Producer arising from any matter covered under this Agreement.

Any attempt to bring such a claim shall constitute a material breach and shall obligate Participant to indemnify Producer for all resulting costs, including attorneys’ fees.

17.4. Indemnification

Participant shall indemnify, defend, and hold Producer harmless from and against any claims, liabilities, damages, losses, judgments, settlements, or expenses (including reasonable attorneys’ fees) arising from:

(a) Participant’s statements, conduct, negligence, or omissions;

(b) claims brought by employees, customers, contractors, or third parties appearing at Participant’s premises;

(d) disputes or legal actions initiated by third parties concerning Content in which Participant appears;

(e) misuse or unauthorized sharing of Content or Confidential Information.

17.5. Remedies for Breach

In the event Participant violates the covenant not to sue or initiates any prohibited legal action, Producer shall be entitled to seek:

(a) immediate dismissal of the action;

(b) recovery of all attorneys’ fees, costs, and expenses;

(d) any additional remedies available under law or equity.

17.6. Survival of Obligations

All releases, waivers, indemnification duties, and covenants not to sue shall survive termination or expiration of this Agreement in perpetuity and shall remain fully enforceable against Participant, its owners, representatives, successors, assigns, and affiliates.

17.7. Waiver of Injunctive Relief

Participant acknowledges that the Content may be released, distributed, exhibited, promoted, archived, or otherwise exploited by Producer in accordance with Producer’s sole discretion.

Participant hereby irrevocably waives any right to seek, request, petition for, or obtain injunctive relief, restraining orders, takedown orders, cease-and-desist orders, or any other equitable remedy that would in any way:

(a) delay, hinder, restrict, or prevent the production, editing, distribution, broadcast, streaming, or public display of the Program or any Content;

(b) require Producer to remove, alter, or refrain from using any Content;

Participant agrees that monetary damages, if any, shall provide a complete and adequate remedy and that injunctive or equitable relief shall not be available under any circumstances.

17.8. Responsibility for Participant’s Legal Fees

Participant acknowledges and agrees that they are solely responsible for all legal fees, attorney costs, consulting fees, and related expenses incurred by Participant in connection with this Agreement, their participation in the Program, or any dispute arising hereunder.

Under no circumstances shall Producer be required to reimburse, contribute to, or offset Participant’s legal fees, regardless of the nature of the dispute or proceeding.

This obligation is independent of, and in addition to, Participant’s indemnification duties under Section 1

Section 18. Producer’s Right to Decline, Suspend, or Terminate Participation

18.1. Absolute Discretion to Accept or Reject Participants

Producer retains the unrestricted, unilateral, and unreviewable right to approve, decline, restrict, or revoke Participant’s eligibility or Placement at any time, with or without cause and without obligation to provide explanation.

Eligibility may be denied based on, without limitation: content category, reputational concerns, legal risks, safety issues, misalignment with the Program’s mission, or any factors deemed relevant by Producer.

18.2. Right to Suspend or Interrupt Participation

Producer may suspend, pause, or interrupt Participant’s involvement in the Program at any time for operational, creative, logistical, legal, or safety-related reasons.

Such suspension shall not entitle Participant to any refund, damages, rescheduling priority, or continuation rights unless expressly provided by Producer in writing.

18.3. Immediate Termination for Cause

Producer may terminate Participant’s Placement immediately, without notice, refund, or further obligation, upon any of the following:

(a) breach of this Agreement;

(b) misconduct, disruptive behavior, or violation of conduct requirements;

(d) misrepresentation, fraud, or concealment of material information;

(e) failure to cooperate with production directives;

(f) actions by Participant or associated persons that threaten Producer’s reputation, safety, legal compliance, or operational integrity;

(g) repeated cancellations or failure to appear;

(h) refusal to sign required forms, releases, or clearances.

18.4. Termination Without Cause

Producer retains the right to terminate Participant’s Placement at any time without cause.

In such instances, Producer’s sole obligation, if any, shall be limited to refunding payments received for services not yet performed, unless termination is based on Participant’s conduct or breach, in which case no refund shall be issued.

18.5. No Obligation to Proceed with Filming or Release

Producer is under no obligation to:

(a) complete filming;

(b) include Participant in any episode or media;

(d) adhere to any expected production timeline or distribution schedule;

(e) justify editorial or production decisions.

Participant acknowledges that production may be altered, delayed, or discontinued at Producer’s discretion.

18.6. Effect of Termination

Upon termination of Participation:

(a) all rights granted by Participant to Producer shall remain vested in Producer in perpetuity;

(b) Participant shall forfeit any and all payments made;

(c) Participant shall lose all rights to participation, rescheduling, or reinstatement unless expressly authorized by Producer;

(d) all confidentiality, intellectual property, indemnity, and release provisions shall survive in full force.

18.7. Non-Disparagement After Termination

Following termination for any reason, Participant shall not make or publish any statements, posts, comments, videos, or representations—whether public or private—that disparage Producer, its staff, its Program, or its decisions. Any violation shall constitute irreparable harm and entitle Producer to injunctive relief and damages.

18.8. No Liability for Termination

Producer shall bear no liability for losses, damages, costs, reputational impacts, or emotional or commercial consequences arising from any decision to decline, suspend, or terminate Participant’s involvement in the Program.

18.9. Finality of Producer’s Decisions

All decisions made by Producer regarding Participant’s eligibility, continuation, suspension, or termination shall be final, binding, and not subject to appeal, challenge, reconsideration, negotiation, or review by Participant or any third party.

Participant expressly waives any right to request justification, internal review, mediation, or secondary evaluation of Producer’s determinations.

Producer’s discretionary decisions under this Agreement shall be conclusive and enforceable without further documentation or explanation.

18.10. Right to Remove Participant from Promotional or Archival Materials

Producer retains the unrestricted right, exercisable at any time and for any reason or no reason, to remove, withdraw, alter, obscure, edit, or discontinue the use of any promotional materials, marketing assets, website listings, thumbnails, still images, social media posts, archival content, or public references that depict or mention Participant.

Such removal may occur irrespective of whether Participant previously appeared in marketing or archival content, and shall not entitle Participant to notice, compensation, reinstatement, or any form of remedy.

Participant acknowledges that Producer’s branding, reputation, and editorial discretion necessitate this unconditional right.

Section 19. Severability

19.1. Partial Invalidity Not Affecting Remainder

If any provision, clause, subsection, sentence, or phrase of this Agreement is determined by a court, arbitrator, or tribunal of competent jurisdiction to be invalid, unenforceable, unlawful, or void, such determination shall affect only that specific provision and shall not impair, invalidate, or render unenforceable any other provision of this Agreement. All remaining provisions shall remain in full force and effect.

19.2. Modification to Preserve Intent

To the extent permissible under applicable law, any invalid or unenforceable provision shall be interpreted, modified, or limited only to the minimum extent necessary to render it valid and consistent with the original intent of the parties.

If such modification is not permissible, the provision shall be severed entirely while the remainder of the Agreement continues to bind the parties.

19.3. No Impact on Rights Granted to Producer

Under no circumstances shall the invalidity or severance of any provision alter, diminish, impair, or negate:

(a) any rights granted to Producer under this Agreement;

(b) any waivers or releases executed by Participant;

All grants of rights and protections afforded to Producer shall remain operative to the fullest extent permitted by law.

19.4. Judicial Reformation

In the event that any provision of this Agreement is found to be invalid, unenforceable, or in conflict with applicable law, Participant agrees that the court, arbitrator, or tribunal of competent jurisdiction shall reform, modify, or replace such provision to the minimum extent necessary to render it valid, enforceable, and consistent with the original intent of the parties.

Participant further agrees that the parties expressly prefer reformation over invalidation and that any revised provision shall preserve, to the fullest extent permitted by law, the scope of rights, protections, waivers, and obligations originally intended under this Agreement.

Section 20. Notices

20.1. Method of Delivery

All notices, demands, requests, approvals, consents, or other communications required or permitted under this Agreement (“Notices”) shall be delivered in writing and may be transmitted by:

(a) electronic mail (email);

(b) electronic message through Producer’s official website or designated communication platform;

(d) nationally recognized courier service; or

(e) any other method expressly authorized in writing by Producer.

Electronic delivery shall constitute valid and effective notice to the fullest extent permitted by law.

20.2. Producer’s Designated Contact Information

Notices directed to Producer shall be submitted exclusively to the official contact information listed on Producer’s website or to such updated information as Producer may provide from time to time.

Producer may modify its designated contact information without prior notice, and such modification shall become effective immediately upon posting.

20.3. Participant’s Responsibility to Maintain Accurate Information

Participant is solely responsible for maintaining accurate, up-to-date contact information, including email address, phone number, business address, and designated representatives.

Producer shall bear no liability for Notices not received by Participant due to outdated, incorrect, disabled, or unmonitored communication channels.

20.4. Effective Date of Delivery

Notices sent by Producer shall be deemed delivered and effective upon the earliest of:

(a) the date of transmission of an electronic message;

(b) the date indicated on a delivery confirmation;

(d) two (2) business days after deposit with a courier.

Participant expressly agrees that electronic delivery constitutes actual notice for all purposes under this Agreement.

20.5. Requirement of Written Notice for Certain Actions

Participant must provide written Notice for the following actions:

(a) requests to reschedule filming;

(b) requests for clarification of obligations;

(d) inquiries concerning rights or permissions;

(e) any matter requiring written communication under this Agreement.

Oral communications, informal messages, or social media interactions shall not constitute valid Notice.

20.6. No Notice Required for Producer’s Discretionary Actions

Producer shall not be required to provide advance Notice for discretionary actions, including but not limited to:

(a) scheduling changes;

(b) creative decisions;

(d) removal, suppression, or alteration of Content;

(e) pricing adjustments;

(f) operational restructurings;

(g) assignment of rights or obligations to a successor entity.

Participant expressly waives any claim arising from the absence of such Notice.

20.7. Waiver of Formal Service Requirements

Participant waives any requirement for formal legal service of process for disputes arising under this Agreement and agrees that service via email or electronic communication shall be sufficient unless otherwise required by law.

20.8. Survival

The provisions in this Section shall survive termination of this Agreement and shall remain enforceable irrespective of Participant’s continued involvement in the Program.

Section 21. Governing Law and Venue

21.1. Governing Law

This Agreement, including all rights, obligations, waivers, and covenants contained herein, shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-law principles.

Participant expressly acknowledges and agrees that Texas law shall apply to all matters arising out of or related to this Agreement, the Program, the Content, and any dealings with Producer.

21.2. Mandatory Venue

Participant irrevocably agrees that any legal action, proceeding, arbitration, or dispute resolution arising out of or relating to this Agreement shall be brought exclusively in Hidalgo County, Texas, or in such alternative venue within the State of Texas as elected by Producer in its sole discretion.

Participant waives any claim that such venue is improper, inconvenient, or unfair.

21.3. Consent to Personal Jurisdiction

Participant consents to the personal jurisdiction of the state and federal courts located in Texas and agrees that such courts have full authority to adjudicate disputes arising under this Agreement.

Participant waives any objection to the exercise of jurisdiction by such courts.

21.4. Arbitration Option at Producer’s Election

Producer may, at its sole and unilateral discretion, elect to require that any dispute, claim, controversy, or cause of action arising from or relating to this Agreement be resolved through binding arbitration administered in Texas under rules selected by Producer.

In the event arbitration is elected, Participant agrees:

(a) arbitration is final and binding;

(b) the arbitrator shall have authority to grant all legal and equitable relief available under Texas law;

21.5. Waiver of Class Actions and Collective Proceedings

To the fullest extent permitted by law, Participant agrees that any claim or dispute shall be resolved individually, and not as a plaintiff or class member in any purported class, collective, consolidated, representative, or mass action.

Participant expressly waives any right to participate in or bring a class action or similar proceeding against Producer.

21.6. Waiver of Jury Trial

Participant knowingly and voluntarily waives any right to a trial by jury in any action or proceeding arising out of or relating to this Agreement.

This waiver applies whether the action proceeds in arbitration or in court.

21.7. Prevailing Party; Attorneys’ Fees

In any action, arbitration, or proceeding to enforce this Agreement or to address a breach or dispute, Producer shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses if it is the prevailing party, whether in whole or in part.

21.8. Survival

All provisions of this Section shall survive termination of this Agreement and remain enforceable indefinitely.

21.9. Limitation Period for Claims

To the fullest extent permitted by law, Participant agrees that any claim, demand, cause of action, or proceeding arising out of or relating to this Agreement, the Program, the Content, or Participant’s dealings with Producer must be filed within one (1) year of the date on which the claim first arose, or such claim shall be permanently barred.

This limitation applies regardless of the theory of liability asserted and survives any termination of this Agreement.

Producer shall not be subject to this limitation and may bring claims at any time permitted under applicable law.

21.10. Confidentiality of Disputes and Arbitration Proceedings

Participant agrees that any dispute, arbitration, proceeding, negotiation, settlement discussion, or legal action arising out of or relating to this Agreement shall be treated as strictly confidential.

Participant shall not disclose, publish, disseminate, or comment on:

(a) the existence of any dispute;

(b) the substance of any claim or allegations;

(d) any testimony, evidence, or submissions;

(e) the outcome, ruling, or settlement;

(f) any communications between the parties or legal representatives.

Producer may disclose such information to the extent necessary to protect its interests, comply with law, communicate with insurers, manage internal operations, or engage legal or financial professionals.

Any breach of this confidentiality obligation constitutes irreparable harm and entitles Producer to injunctive relief, damages, attorneys’ fees, or any remedy available at law or equity.

21.11. Producer’s Option for Small Claims Court

Notwithstanding any other provision in this Section, Producer retains the sole discretion to bring any claim—particularly those involving unpaid fees, chargebacks, damages to equipment, breach of confidentiality, reputational harm, or violation of intellectual property rights—in small claims court or other expedited court proceedings in the State of Texas.

Participant agrees that:

(a) Producer may elect small claims court even when arbitration would otherwise apply;

(b) Participant shall not challenge or contest Producer’s election of forum;

(d) any judgment obtained in such proceeding may be enforced in any jurisdiction.

This clause ensures that Producer has access to the fastest, most cost-efficient legal pathway for simple or urgent matters, without limiting Producer’s broader rights under this Agreement.

Section 22. Entire Agreement

22.1. Integration and Supersession

This Agreement constitutes the complete, final, and exclusive statement of the terms and conditions governing the relationship between Producer and Participant.

It supersedes and extinguishes all prior or contemporaneous agreements, representations, negotiations, proposals, discussions, understandings, or communications—whether oral, written, electronic, or implied—relating to the subject matter herein.

22.2. No Reliance on External Representations

Participant acknowledges that they have not relied upon any promise, representation, assurance, statement, or warranty made by Producer or any of its representatives that is not expressly contained within this Agreement.

Participant waives any claim for misrepresentation or reliance arising from information outside this Agreement.

22.3. Amendments Must Be in Writing

No amendment, modification, waiver, or supplement to this Agreement shall be valid or enforceable unless:

(a) it is in writing;

(b) it is executed by Producer; and

Producer may, at its discretion, issue updated or revised Terms & Conditions, and continued engagement with Producer shall constitute binding acceptance of such revisions.

22.4. No Waiver by Failure to Enforce

No failure, delay, or omission by Producer to enforce any provision or exercise any right under this Agreement shall be construed as a waiver of such provision or right.

Producer’s waiver of any breach shall not constitute a waiver of any subsequent breach, nor shall it modify the terms of this Agreement unless expressly made in writing.

22.5. Contractual Interpretation

This Agreement shall be interpreted according to its plain meaning and shall not be construed against either party as the drafter.

Headings and section titles are for convenience only and do not affect the interpretation or legal effect of any provision.

22.6. Severability and Reformation

If any provision of this Agreement is held invalid, unlawful, or unenforceable, the remaining provisions shall remain in full force and effect.

The invalid provision shall be modified to the minimum extent necessary to render it valid and enforceable while preserving, to the fullest extent possible, the original intent of the parties.

22.7. Electronic Execution and Acceptance

Participant agrees that electronic acceptance—whether through digital signature, checkbox acknowledgment, online submission, payment, email confirmation, or any form of digital assent—constitutes valid and binding execution of this Agreement.

Electronic signatures and electronic communications shall have the same legal force as handwritten signatures.

22.8. Multiple Counterparts

This Agreement may be executed in multiple counterparts, including electronic and scanned copies, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

22.9. Continuing Effect

All terms intended to survive—whether explicitly stated or implied by their nature—shall remain effective notwithstanding completion of production, cancellation of Placement, release of Content, or termination of the Participant’s involvement

TERMS & CONDITIONS

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