Terms & Conditions

INTELLECTUAL PROPERTY OWNERSHIP

1. Exclusive Ownership. Consultant retains and shall continue to retain all right, title, and interest, including without limitation all copyrights, trademarks, service marks, trade dress, rights of publicity, social media channels and any other intellectual property or proprietary rights in and to Consultant’s name, likeness, image, voice, persona, logos, trademarks, brand identity, and any content, materials, or expressions created, authored, or otherwise provided by Consultant (“Consultant IP”). Nothing in this Agreement shall be construed as a transfer, assignment, or waiver of Consultant’s ownership rights.
2. Limited, Revocable License. To the extent necessary to fulfill the specific deliverables under this Agreement, Consultant grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use Consultant IP solely in the form of the approved deliverables and solely during the Term of this Agreement. This license shall automatically terminate upon expiration or termination of this Agreement, at which time Client shall immediately cease all use of Consultant IP and remove all Consultant IP from its platforms, advertisements, and materials.
3. No Modification or Derivative Use. Client shall not alter, modify, edit, adapt, create derivative works of, or otherwise exploit Consultant IP in any manner without Consultant’s prior written approval, which may be withheld at Consultant’s sole discretion.
4. Approval Rights. Consultant shall have sole and final approval over any and all uses of Consultant IP and brand likeness by Client. Any unauthorized use shall constitute a material breach of this Agreement.
5. No Implied Rights. Except for the limited license expressly granted herein, no other rights, licenses, or permissions of any kind are granted to Client, whether by implication, estoppel, or otherwise.
6. This gives the Consultant maximum leverage: ownership stays 100% with them, the license is narrow and revocable, usage dies with the contract, and they control all approvals.

Proprietary Rights

1. All things of value, including, but not limited to, Content, results of services, Feedback (as defined below), software, documentation, inventions (patentable or unpatentable), trade secrets, designs, modules, customer lists, contacts and relationships, sales plans, marketing plans and methodology, copyrights and any modifications and/or derivatives, as defined pursuant to the United States Copyright Act, thereof developed and/or made and/or implemented by Consultant and its employees, agents and/or subcontractors, if any, under this Agreement shall NOT be considered a "Work Made for Hire" under the United States Copyright Act and the copyright, any other proprietary rights, any such materials and all rights, title and interest therein shall belong to Consultant.
2. Client shall not (a) permit any third party to access the Service except as permitted herein or as directed by Consultant in writing, (b) create derivative works based on the Service, (c) copy, frame or mirror any part or content of the Service, (d) reverse engineer the Service, or (e) access the Service in order to (1) build a competitive product or service, or (2) copy any features, functions or graphics of the Service.

CLIENT/ Consultant INFORMATION

1. Confidentiality.
   1. Generally. Consultant will keep all information obtained from the Client (the “Information”) confidential. Consultant may disclose Information to its officers, directors, employees, agents and representatives, and to its other advisors and financial sources on a need to know basis only and will ensure that all such persons will keep the Information strictly confidential.
   2. Exceptions. No obligation of confidentiality shall apply to Information that:
      1. in the public domain or enters the public domain without a breach by Consultant;(ii) was known or became known by Consultant prior to the Client's disclosure thereof to Consultant;
      2. becomes known to Consultant from a source other than the Client, and other than by the breach of an obligation of confidentiality owed to the Client;
      3. is disclosed by the Client to a third party without restrictions on its disclosure;
      4. is independently developed by Consultant; or
      5. is required to be disclosed by Consultant or their respective officers, directors, employees, agents, attorneys or its other advisors and financial sources, pursuant to any order of a court of competent jurisdiction or other governmental body or as may otherwise be required by law.
2. Indemnification. Client, its agents or assigns, hereby agree to indemnify, defend and hold Consultant harmless from all losses, claims, damages, liabilities, costs or expenses, including reasonable attorney's fees, joint and several (herein collectively. “Claims”), arising from the performance of this Agreement, whether or not Consultant is party to such dispute. Consultant shall indemnify and hold Client, its affiliates, officers, employees and agents harmless from and against all Claims arising from its performance hereunder, which have given rise to such liability. Pending any final determination of liability hereunder, the indemnification and reimbursement provision of this Agreement shall apply to each of the Parties and each shall perform its obligations hereunder to defend and reimburse the other for its expenses.
3. Items to Avoid in Consultant Posts: The Consultant agrees to abide by all guidelines set in the Brand Rule Guidelines. (For example, all blog posts, social media statuses, tweets, and/or comments should be in good taste and free of inappropriate language and/or any content promoting bigotry, racism or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age).

Relationship of Parties for Consultant

It is agreed that Consultant is an independent contractor and shall perform the services hereunder under the direction of the Contract as to the result of such activity, but that Consultant shall determine the manner and means by which such services are accomplished, subject to the express condition that Client shall at all times comply with applicable law.