CHEDDR PICKS CONTENT CREATOR TERMS OF PARTICIPATION
These Content Creator Terms of Participation (“Terms”) are incorporated into that certain Content Creator Agreement (the “Agreement”) entered into between You and Us. Any capitalized terms used in these Terms but not otherwise defined shall have the meanings given to them in the Agreement.
Services. You’ve agreed to create content to showcase one of our brands, products and/or services (collectively, “Products”) as more specifically described in the Agreement, which may include posting pictures, videos or other content on social media platforms.
Consideration. The compensation or other consideration We will give You in return for Your services and Your endorsement is set forth in Schedule 1 to the Agreement. Such consideration constitutes full and complete consideration for the Services furnished and rights granted by You, and by signing the Agreement You acknowledge the sufficiency and adequacy of such consideration.
Usage Rights and License. During the Term, We grant you a limited license, subject to the provisions of the Agreement, to use Our trademarks and other intellectual property solely for the purpose of providing the Services and producing and distributing the Content.
You retain ownership of all Content created by you under the Agreement (except for Our trademarks and other intellectual property), but You grant to Us a non-exclusive, royalty-free, worldwide, unrestricted, irrevocable, and unlimited license, right, and permission, but not obligation, to utilize, distribute, publish, exhibit, digitize, display, reproduce, and prepare derivative works of such Content on Our social channels, websites, applications, and in any other media now known or hereafter created, in both an organic and/or a paid capacity, with attribution to You as We deem appropriate. You will permit Us to link to Your social media pages and websites as appropriate to highlight our relationship, including reposting Content, and You will take such reasonable steps as may be necessary to facilitate this (e.g., whitelisting).
You also grant to Us and our agents and assigns the right to use Your name, social media handles and/or titles, picture, image, likeness, signature, voice and biographical information (collectively, “Persona”) in connection with the Content and the usage rights granted in these Terms. You shall have no claim to compensation or benefits other than as specifically noted in Schedule 1 to the Agreement, and You shall have no claims based on invasion of privacy, defamation, or right of publicity arising out of Our use of Your Persona or Content.
Notwithstanding anything to the contrary contained elsewhere in the Agreement, We shall not be required to scrub historical posts or references to You following the expiration or earlier termination of this Agreement or any licenses granted under the Agreement, provided We do not actively promote or direct traffic to them following the expiration or termination of the applicable license.
At Our request, You will immediately take down any social post or other Content created hereunder. Without otherwise limiting anything else within the Agreement, You agree not to, at any time after the Effective Date, make or encourage others to make any remarks or comments (whether in writing, digitally, or orally) about Us that could reasonably be construed to be derogatory or disparaging to Us, Our employees, or Our Products, or which otherwise could be anticipated to be damaging or injurious to Our reputation or good will.
Compliance Guidelines. We appreciate Your efforts to promote Us and Our Products through Your social networks and otherwise. In addition to including whatever tags, hashtags, tracking links, or other elements We direct You to use within Your posts, an important part of Your responsibility in acting as a content creator for Us is to be transparent and truthful with Your audience when You’re communicating about Us. This means, at a minimum, that You will comply with all applicable laws, rules, regulations, orders and ordinances in rendering the Services provided for in Schedule 1 to the Agreement, including without limitation by making requisite disclosures and otherwise complying with the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (“FTC Guides”) and state and federal laws and industry standards governing the advertising of gaming or gambling. Some helpful guidelines:
· Be Transparent: When posting about Us, You need to disclose that You are working with Us.
o You don’t need to disclose the exact nature of our relationship; You only need to truthfully disclose that one exists. For example, You needn’t disclose how much You’re being paid, or that You got something from Us for free, etc., but You must not mislead Your audience about our relationship (e.g., by saying that You are talking about Us because You are friends of Ours, which hides the fact that We are paying You).
o In each case, this disclosure should be clear and conspicuous, above the fold (meaning it should be visible in proximity to the post and users should not have to expand the post or scroll down to see it), and should accompany each applicable message – it shouldn’t just live on Your profile page.
o Some ways to do this:
ü Make the disclosure within the message itself, such as “I am partnering with Yomo [or whichever Product you are promoting] . . .”; OR
ü Using a disclosure hashtag that links You to the Product you are promoting in the format #ProductnamePartner, e.g., #YomoPartner; this hashtag must be featured prominently as part of a post.
o Your disclosure should mirror the medium; if You are saying things in a video in which You are promoting one of Our Products, then You should include an audio (spoken) disclosure in addition to an onscreen disclosure (such as a hashtag).
· Express Your Honest Opinion and Be Truthful.
o Your posts should reflect Your honest opinions, findings, beliefs, or experiences.
o Any statement You make about Our Products which appears to be objective and verifiable (i.e., factual) must be truthful and not misleading; if You have questions about Us or Our Products, ask!
· Responsible Behavior: We do not wish to encourage our users to behave irresponsibly or to otherwise make decisions that could negatively impact their well-being, so we expect you to use common sense in refraining from recommending potentially irresponsible behavior.
Representations and Warranties. You represent and warrant that:
· There is nothing in Your personal background that would reflect negatively on Your association with Us;
· You have the right to enter into and perform the Agreement and have no conflicting commitments or obligations that would interfere with Your ability to perform the services and to grant rights to Us;
· During the Term of the Agreement or while otherwise promoting Us, You will not engage in any conduct that (i) would disparage, denigrate, portray in an unfavorable light or bring You, Us, or Our Products into public disrepute, contempt or scandal, (ii) would injure Our success or the success of any of Our Products (including, without limitation, a public revelation of Your disapproval or dislike for Us or any of Our Products, or Your approval or favor towards one or more of Our competitors);
Independent Contractor. Nothing in the Agreement shall be construed to create an employer-employee relationship between You and Us, and You shall not be deemed an employee of Ours for any purpose. You will not represent Yourself to be Our employee for any purpose. You do not have authority to enter into contracts on Our behalf. Your relationship with Us will be that of an independent contractor. You understand and agree that You will not be eligible for any benefits provided by Us to our employees, and You expressly waive any right to any such benefits. We shall not withhold any income, FICA, disability or any other federal, provincial, state, or local tax or contribution on any compensation paid to You or on any expense for which You are reimbursed, and You are fully responsible for any taxes on any compensation or other consideration provided to You by Us.
Confidentiality. By the nature of our relationship, You may be exposed to certain information deemed proprietary and confidential by Us. You agree to keep confidential the terms of this Agreement, including without limitation the compensation paid to you, all information and material concerning the Services to be provided hereunder, as well as any other information, trade secrets, or material of Ours which You may come into possession of or may have already come into possession of prior to the Effective Date of the Agreement (“Confidential Information”). Confidential Information shall not be disclosed by You to any third party without Our prior written consent, except that You may disclose Confidential Information to Your attorneys, accountants, and other professionals who have a need to know such Confidential Information in connection with your performance of the Services and enforcement of your rights and obligations under the Agreement, and who agree to abide by the restrictions set forth in these Terms to protect such Confidential Information. You agree that You are responsible for any unauthorized disclosure of Confidential Information by all third parties to whom You disclose Confidential Information. Upon expiration or termination of this Agreement, You agree to promptly deliver to Us all documents, materials, notes, and other tangible items in Your possession or control that contain, relate to, or are connected in any way with Confidential Information. Your confidentiality obligations shall survive the expiration or earlier termination of this Agreement for a period of five (5) years following such expiration or termination.
Term and Termination.
We have the right, at Our option, to terminate this Agreement immediately upon written notice to You in the event that:
· You fail, neglect or refuse to fully perform any of the Services to be performed under the Agreement;
· You materially breach the terms of this Agreement or any of the warranties or representations made in the Agreement;
· We decide, in our sole and absolute discretion, not to continue Your Services.
If We terminate this Agreement as provided above, without limiting any of Our rights or remedies at law or equity including the right of set-off, We shall be relieved from any further obligations to You, including without limitation any additional payments owed to You under this Agreement, except for any ongoing payment obligations related to tracking or affiliate links that We permit to remain active following such termination.
You have the right to terminate this Agreement, with or without cause, upon at least thirty (30) days written notice to Us, provided that Your obligations under any Campaign Schedule in effect as of the effective date of such termination shall continue in effect until completion unless expressly agreed by Us otherwise in writing.
Miscellaneous. This Agreement (including all Schedules, these Terms, and any extensions hereof) constitutes the entire agreement between the parties regarding the subject matter hereof, and all prior communications and agreements, written or oral, express or implied, as to such subject matter are superseded. This Agreement may not be altered in any way except by an instrument in writing signed by both parties. This Agreement shall in all respects be governed by and construed under the laws of the Commonwealth of Massachusetts without regard to conflict of law principles. The parties agree that any claim or dispute arising under this Agreement shall be resolved by a court located in the Commonwealth of Massachusetts If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall be unimpaired, and the rights, remedies and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular provision(s) held to be invalid, illegal or unenforceable unless to do so would contravene the present valid and legal intent of the parties. The parties agree to negotiate in good faith to replace such invalid, illegal or unenforceable provision with a valid, legal or enforceable provision which most closely reflects the intent and economic effect of the invalid, illegal or unenforceable provision. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns. We may assign Our rights and obligations under this Agreement to Our affiliates and in connection with a merger, sale of the business, or by operation of law. Any assignment of this Agreement or transfer of any rights under this Agreement, in whole or in part, by You shall require Our prior written consent. Any attempted assignment or delegation in violation of the foregoing shall be null and void and of no force or effect. Any waiver by either party of a breach of any provision of this Agreement will not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions will neither be considered a waiver nor deprive that party of any right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing and signed by the party so waiving. The Agreement may be executed in counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same Agreement. Signatures of the parties transmitted electronically shall be deemed to be original signatures for all purposes.