1. Consent to provide content
1.1 This podcast release agreement (Agreement) is entered into between Grokkist Limited, trading as Grokkist (NZCN 8346829) (referred to as we, us or our) and you, together the Parties and each a Party.
1.2 You accept this Agreement by completing the online form and clicking ‘I Accept’ when you register to participate in our “Still Curious” Podcast (Podcast) on our website.
1.3 In consideration for us featuring you in the Podcast, you agree to provide us with your name, a short biography, your occupation, website URL, social media links for your public profiles, your photograph and video and audio recordings of your person and your voice (Content).
2. Privacy and Purpose
2.1 You consent to us collecting and using Content for the following purposes:
(a) for the Podcast;
(b) for marketing and advertising, including through our website, social media, online and television; and
(c) for educational resources, including online publications, blogs, articles, and social media posts.
2.2 You understand that the Content you provide shall no longer be considered confidential, and that Content may lead to you being identified upon our use, publication or disclosure of such Content.
2.4 We may provide this personal information to third parties that help us provide you with our services or if we are required to disclose personal information by law.
3. Intellectual Property
3.1 For the purposes of this Agreement Intellectual Property means any copyright, registered or unregistered designs or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
3.2 Each Party will retain ownership of its Intellectual Property that it owns prior to the commencement of this Agreement and which is developed independently of this Agreement. Nothing in this Agreement constitutes a transfer or assignment of such Intellectual Property.
3.3 As between the Parties, ownership of all rights (including any Intellectual Property rights) in the Podcast will at all times vest, or remain vested, in us upon creation. To the extent that ownership of such rights in the Podcast do not automatically vest in us, you agree to do all acts necessary or desirable to assure our title to such rights.
4. Use of the content and podcast by us
4.1 You acknowledge and agree that:
(a) we have the right to use, exploit, reproduce, and authorise reproductions, of the Content and Podcast for the purposes set out in this Agreement, including for the purposes of displaying on our website, in social media, third party websites or blogs; for marketing and for other commercial purposes and in any and all media and methods of communication to the public, whether the media is now known or invented in the future, without payment to you;
(b) permission is granted for the Content to be edited, altered, distorted, used in whole or in part, or used in conjunction with other information, images, graphics, text and sound in any way whatsoever and without restrictions;
(c) we are not obliged to use any or all of the Content;
(d) we have sole control over the final version of the Content and/or the Podcast that is published, including but not limited to, the content, titles, description of the Content and/or the Podcast and its subject matter;
(e) to the extent that we use the Content and/or the Podcast online, it may remain online indefinitely; and/or
(f) any permission granted by you to us under this Agreement will extend to our successors, legal representatives, licensees and assigns and will be irrevocable and perpetual without any further or additional claim for compensation you.
5. Use of the Podcast by you
5.1 We grant you a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, to use, post, copy, share, republish and distribute the Podcast.
5.2 Where you use, post, copy, share, republish and distribute the Podcast, you agree to:
(a) acknowledge Grokkist Limited as the owner of the Podcast and provide a link to the Grokkist website, found at https://grokk.ist/ or some other address from time to time; and
(b) not use the Podcast in any way which may damage our reputation, brand or business.
6. Release and Indemnity
6.1 You understand and accept all the risks and hereby indemnify, forever discharge and voluntarily release us (and our contractors, agents and employees) and any person directly and indirectly associated with us, against all liability (including liability for our negligence and the negligence of others), claims, demands and proceedings arising out of or connected with this Agreement, including your provision of the Content, or our use of the Content and/or the Podcast in accordance with this Agreement.
7.1 You represent and warrant that you have full power to enter into this Agreement and that the terms of this Agreement do not in any way conflict with any existing commitment on your part. The Agreement is irrevocable, and the benefit of this Agreement may be transferred by us to our licensees and assignees.
7.2 You warrant that neither your entry into this Agreement nor the performance of your obligations under it will cause you to be in breach of any obligations to any third party or cause you to be in breach of any laws.
7.3 You warrant that you will not seek or attempt to:
(a) obtain payments, royalties or any other compensation, relating to your provision of the Content or the Podcast, including our use of the Content and/or Podcast; and
(b) prevent us from using the Content and/or the Podcast in accordance with this Agreement.
8.1 Entire agreement: This Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
8.2 Governing law: This Agreement will be governed by and construed in accordance with the laws for the time being in force in New Zealand. The Parties irrevocably submit to the exclusive jurisdiction of the courts of New Zealand.
8.3 Severability: If any part of this Agreement is found to be invalid or of no force or effect under any applicable laws, executive orders or regulations of any government authority having jurisdiction, this Agreement will be construed as though such part had not been inserted herein and the remainder of this Agreement will retain its full force and effect.
8.4 Waiver: No waiver by either party of any provisions of this Agreement will amount to a waiver of any other provision of this Agreement unless made in writing and signed by the party against whom the waiver would have been enforced.