MAX Bootcamp Series - Radiesse

WEBINAR PARTICIPATION AGREEMENT, RECORDING CONSENT, AND LIABILITY WAIVER

PLEASE READ CAREFULLY BECAUSE THIS CONTRACT IS LEGALLY BINDING AND DESCRIBES YOUR OBLIGATIONS - AND YOUR ASSUMPTION OF RISK AND LIABILITY - IN PARTICIPATING IN THE WEBINAR

1. Purpose. The Event is intended to provide educational content regarding one or more Merz Aesthetics products (“Products”), including Product-related consultation, proper use of the Products, optimizing patient experience and outcomes, and how the Products are marketed and utilized in a practice. I may ask questions relating to the Products, the treatment procedure, patient pricing, return on investment, and any other on-label questions I may have.

2. Limited Attendance. Attendance at the Event is strictly limited to the healthcare provider participants who have received invitations from Merz; my invitation is not transferable.

3. Waiver of Claims Relating to Event Content. I UNDERSTAND AND AGREE THAT NEITHER MERZ NOR ANY OF ITS AFFILIATES OR AGENTS SHALL BE LIABLE FOR ANY LOSS OR DAMAGE (DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR OTHERWISE) RESULTING FROM MY USE OF, OR INABILITY TO USE, THE INFORMATION OR MATERIALS PROVIDED DURING THE EVENT, OR RESULTING FROM ANY ERRORS OR OMISSIONS IN THE CONTENT, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED, EVEN IF MERZ OR ANY OF ITS AFFILIATES OR AGENTS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. SUBJECT TO SECTION 9, MY SOLE AND EXCLUSIVE REMEDY IN ANY SUCH CIRCUMSTANCES IS TO DISCONTINUE USING SUCH INFORMATION.

4. Insurance. I agree to maintain, at my sole expense, insurance with reputable insurance companies in amounts and types reasonably sufficient to protect against liability under all activities covered by this Agreement. Upon request, I will furnish Merz with a certificate of insurance showing such coverage(s). 

5. Recording Consent and License. If photographs, video, audio, or any other type of recording (collectively, “Recordings”) will be captured in connection with the Event, I hereby consent to appearing in such Recordings, and I hereby:

a. grant Merz and its affiliates all ownership and use rights in the Recordings and all resulting materials produced from the Recordings. Without limiting the foregoing, I hereby grant Merz the right: (i) to release, publish, broadcast, distribute, display, exhibit, post, and share via any medium (including, but not limited to, the Internet and social media) any of the Recordings throughout the world in perpetuity; (ii) to edit, adapt, copy, modify, and create derivative works from the Recordings; and (iii) to use the Recordings, or any portion, version, or derivative work of the Recordings, throughout the world in perpetuity;

b. acknowledge and agree that Merz may use the Recordings for any purpose, including, but not limited to, in conjunction with current and future Merz products and services; for promotional, educational, and scientific purposes; and in customer and direct-to-patient materials;

c. grant Merz the right to use my individual and practice name and personal quotes in conjunction with the use of the Recordings;

d. assign to Merz all rights in the Recordings (including, but not limited to, copyright, moral rights, any other rights of authorship, and rights to publicity in and to the Recordings, in all reproductions of the Recordings, and in all resulting materials produced from the Recordings), and acknowledge that Merz owns all rights in and to the Recordings and that Merz may obtain a copyright in any materials or production containing the Recordings;

e. agree that neither Merz nor any other third party to whom the Recordings may be distributed will have any obligation to retrieve or otherwise collect or destroy any Recordings, reproductions of the Recordings, and/or resulting materials produced from or containing the Recordings once broadcast, distributed, displayed, exhibited, posted, shared, or used;

f. waive and release Merz and any other third parties to whom the Recordings may be distributed from any and all claims, actions, damages, liabilities, costs, and/or expenses of any nature arising out of or in connection with Merz’s production and use of the Recordings, including, but not limited to, any claims for violation of rights of privacy or publicity, moral rights or copyright, or any other cause of action that may result or be alleged to result from Merz’s production, use, and distribution of the Recordings;

g. waive and release any and all other rights I may have had to claims for payment or royalties in connection with the Recordings, irrespective of whether a fee for its use is charged by Merz or any third party.

6. Confidential and Patient Information. I acknowledge that I may be exposed to Merz confidential information or knowledge during this Event. I agree not to divulge any such confidential information to third parties. I also agree to keep confidential any patient health information disclosed during the Event in accordance with all applicable laws and regulations.

7. Copyrights, Trademarks, and Other Intellectual Property. I acknowledge and agree that, as between Merz and me, and except as otherwise noted with respect to third-party trademarks, Merz owns or licenses all of the trademarks, trade names, logos, images, service marks, trade dress, and other content displayed in the Event (collectively, the “IP”). The content is protected by United States and foreign copyright laws. An ® following a name indicates that the trademark has been registered in the United States. A ™ following a name indicates that it is an unregistered trademark. All trademarks are the property of their respective owners. Nothing in this Agreement shall be construed as granting to me, by implication, estoppel or otherwise, any license or right to use any IP without the prior written consent of Merz or the owner of the IP.

8. Debarment. I hereby represent and warrant that I have: (a) never been and am not currently excluded, debarred, suspended or otherwise ruled ineligible to participate in any Federal health care program (as in defined in 42 U.S.C. § 1320a-7b(f)) under any applicable law or regulation, and (b) not engaged in any activity that could lead to me becoming excluded, debarred, suspended or otherwise ruled ineligible to participate in any such program. 

9. Liability Cap. IN CERTAIN JURISDICTIONS, SOME LIABILITIES CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. IF MERZ CANNOT LAWFULLY DISCLAIM LIABILITY TO ME UNDER SECTION 3, MERZ WILL BE LIABLE TO ME, IN THE AGGREGATE FOR ALL CLAIMS ARISING HEREUNDER, FOR LIQUIDATED DAMAGES NOT TO EXCEED $100.00 (“LIABILITY CAP”). IN SUCH EVENT, I ACKNOWLEDGE AND AGREE THAT THE EXCLUDED DAMAGES FOR ALL CLAIMS ARISING HEREUNDER CANNOT BE CALCULATED WITH REASONABLE CERTAINTY. I FURTHER AGREE THAT THE LIABILITY CAP REPRESENTS: (I) A REASONABLE APPROXIMATION OF THE EXCLUDED DAMAGES THAT I WILL SUFFER FOR ALL CLAIMS ARISING HEREUNDER AND THAT SUCH LIQUIDATED DAMAGES DO NOT CONSTITUTE A PENALTY; (II) THE EXCLUSIVE REMEDY TO ME FOR EXCLUDED DAMAGES IN CONNECTION WITH ALL CLAIMS ARISING HEREUNDER. THE LIMITATIONS IN THIS PARAGRAPH WILL APPLY EVEN IF ANY OTHER REMEDY AVAILABLE TO ME FAILS OF ITS ESSENTIAL PURPOSE.

10. Essential Basis of the Bargain. Merz is offering and holding this Event only on the condition that it may rely upon the limitations and exclusions of liability herein, that the same form an essential basis of the bargain between Merz and me, and THAT MERZ WOULD NEED TO CHARGE FEES FOR THE EVENT IF IT WERE REQUIRED TO BEAR LIABILITY IN EXCESS OF THAT STATED HEREIN.

11. Governing Law and Venue. This Agreement, all matters relating hereto, and my relationship with Merz and participation in the Event shall be governed by and construed and enforced in accordance with the laws of North Carolina, USA, with jurisdiction over any disputes in North Carolina (Wake County), and I hereby waive any objections to such choice of law and forum based on conflict of laws, inconvenient forum, or any similar objection.

12. Severability; No Assignment. If any one or more of the provisions of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected by that finding or determination. I understand that this Agreement is personal to me and cannot be assigned or transferred to another individual. 

13. Survival; Entire Agreement; Electronic Signature. Sections 4-13 and all defined terms herein shall survive any termination or deemed expiration of this Agreement. This Agreement constitutes the final, complete, and exclusive agreement of the parties relating to the Event and supersedes all prior and contemporaneous understandings and agreements relating to its subject matter. This Agreement may not be amended except by a written instrument signed by both parties. Delivery of an executed signature by electronic means intended to preserve the original appearance of a document will have the same effect as delivery of any paper document bearing an original signature.