MODEL TESTIMONIAL CONSENT
By signing this Model Testimonial Consent (“Consent”), I hereby irrevocably grant Yelp Inc. and its parent companies, subsidiaries and affiliates (collectively, “Yelp”) permission to develop, use, reproduce, modify, translate, display and distribute informational and marketing materials, in any form now known or later developed and regardless of the medium, that promote Yelp (“Promotional Materials”), which may incorporate (i) my name, (ii) photos, video and other recordings of and about me, and (iii) my statements and sentiments, including about Yelp (collectively, “Testimonial Content”). To the extent I have provided any Testimonial Content to Yelp (e.g., photos or me), I represent and warrant that I own and/or have the necessary permissions to use and authorize the use of such Testimonial Content as set forth herein.
I understand that I may not have the opportunity to inspect or approve the Testimonial Content or Promotional Materials before their use, and that I will not be paid any fees, commissions or royalties in connection with their use. I understand that the Promotional Materials are and shall be the exclusive property of Yelp, and, to the extent I have any, I hereby assign to Yelp all of my right, title and interest in and to the Promotional Materials. I agree to allow Yelp to use the Testimonial Content as an endorsement of Yelp. I understand that Yelp is not responsible if others use or otherwise misappropriate the Testimonial Content from the Promotional Materials without Yelp’s consent, and I will not assert claims of any kind against Yelp for such uses or misappropriations.
In no event shall Yelp or its officers, directors, employees, successors, assigns, licensees or suppliers (collectively, “Release Entities”) be liable for damages of any kind, including special, incidental or consequential damages, arising out of or in connection with the use of the Testimonial Content in Promotional Materials. I specifically, but without limitation, waive and agree not to bring any claims against the Released Entities that include assertions of infringement of intellectual property, rights of publicity or misappropriation related to the use of Testimonial Content in Promotional Materials. I further agree to indemnify, defend and hold harmless the Released Entities from and against any and all third-party claims, actions, demands, losses, damages, costs, liabilities and expenses (including but not limited to attorneys’ fees and court costs) arising out of or relating to my breach of this Consent and/or my representations and warranties made in herein.
I agree that the laws of the State of California govern this Consent, and all claims arising from or relating to this Consent must be brought in the state or federal courts located in San Francisco County, California, and I hereby submit to the exclusive jurisdiction and venue of such courts for such claims. This Consent shall be binding on me, my heirs, representatives and assigns. If any provision on this Consent is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. This Consent represents the complete and exclusive statement of my agreement with Yelp with respect to Yelp’s use of the Testimonial Content and supersedes any other discussions, negotiations, and agreements with respect thereto. Any modification to this Consent must be in a writing signed by an authorized representative of Yelp and me.