You Own the Content. You will own and retain all right, title, and interest in and to the Content, subject to the license granted to us in this paragraph. Gildan will own and retain all right, title, and interest in and to all derivative works of the Content made by Gildan, or by any third party for Gildan’s benefit subject to your rights in the underlying Content. You hereby grant to Gildan and each of their affiliates, and each of their respective direct and indirect licensees, successors, and assigns, a perpetual, irrevocable, freely transferable and sublicensable, fully paid-up and royalty-free right and license to use the Content in all formats and media, whether now known and existing or hereafter discovered or developed, throughout the universe, for the purpose of promoting Gildan, its businesses, and its products and services. For purposes of clarity and without limiting the foregoing, you agree that this license gives us the right: (a) to modify, edit, combine with other materials, translate, include in collective works, and otherwise create derivative works of the Content; and (b) to reproduce, perform (publicly or otherwise), display (publicly or otherwise), and transmit the Content, including any derivative works of the Content, in whole or in part.
Use of Your Name. You hereby grant to Gildan and each of their affiliates, and each of their respective direct and indirect licensees, successors, and assigns, the right to use your name, image, likeness, social media handle, and biographical, professional, and other identifying information (collectively, "Likeness") in connection with the use of the Content permitted under Section 1 above, including for advertising and promotion. You waive the right to inspect or approve any use of your Likeness as contemplated in this Agreement.
You represent and warrant that the Content: (a) is your sole and original creation or all rights in the Content are otherwise owned entirely by you; (b) are not libelous or otherwise defamatory; and (c) do not, and Gildan’s use or them will not, infringe or otherwise violate any right of any third party, including union-related rights, contractual rights, and any copyright, trademark, patent, trade secret, or other intellectual property right, or any right of publicity or privacy. You further waive any and all claims you may now or later have in any jurisdiction to so-called “moral rights” or rights of “droit moral” with respect to the Content in favor of Gildan and its licensees. You agree to indemnify, defend, and hold harmless Gildan and their affiliates, and our and their respective officers, directors, employees, agents, successors, and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs, and expenses, including attorneys' fees and disbursements, arising from or relating to any breach by you of your representations under these Terms.
These Terms do not create any association, partnership, joint venture, employee, or agency relationship between you and Gildan for any purpose. You have no authority (and will not hold yourself out as having authority) to bind Gildan and will not make any agreements or representations on our behalf without our prior written consent. These Terms are governed by and construed in accordance with the laws of California without giving effect to any conflict of laws provisions that would result in the application of the laws of a different jurisdiction. Each party agrees to institute any legal suit, action, or proceeding arising out of these Terms or the Content in the federal or state courts in each case located in Los Angeles, California.