Terms and Conditions – Social Media Creator
These Terms and Conditions apply to an agreement between Oceana and a Creator producing social media posts.
Term, Early Termination, and Extension
Appropriate sections of these terms and conditions, including those regarding “Confidentiality / Return of Property,” and “Grant of License,” will survive termination of the agreement.
Either party may terminate the agreement by giving ten days prior written notice to the other party.
Upon termination, Oceana shall have no liability to Creator except for required payments for services rendered, prior to the termination date.
Upon termination, Creator shall promptly
- return to Oceana all Oceana-owned property, equipment, or materials in Creator’s possession or control and
- on a pro rata basis, repay all fees and expenses paid in advance for any services which have not been provided.
The agreement may be extended by a writing executed by both parties.
No Employment Relationship, Partnership, or Joint Venture / No Conflict of Interest
Creator acknowledges Creator’s status as an independent contractor and agrees not to represent Creator as an Oceana employee to third parties. Oceana will not deduct or withhold any taxes, FICA, or other deductions that Oceana is legally required to make from the pay of regular employees. Creator will have no entitlement to any benefit program Oceana maintains for its employees. Nothing herein shall constitute a partnership between or joint venture by the parties thereto, or constitute either party the agent of the other.
Creator represents and warrants that Creator has no financial or other interest that is adverse to Oceana’s interests or would otherwise interfere with performance under this agreement. A Creator’s interests include for these purposes the interests of (a) immediate family members or (b) an organization in which Creator serves, or is negotiating in the future to serve, as an officer, employee, or agent.
Grant of License
Creator grants Oceana an exclusive, worldwide, irrevocable, and perpetual license to store, reproduce, transmit, display and use the Instagram posts (“the Works”) following the execution of this agreement, on Oceana properties, in opinion testing, and in internal and external-facing presentations for the project.
Governing Law
This agreement shall be governed by and construed in accordance with the laws of the District of Columbia without regard to the conflict of law provisions thereof. The District of Columbia and United States courts located in the District of Columbia shall have exclusive jurisdiction of the parties for the purposes of adjudicating all disputes that may arise under this agreement.
Final and Complete Agreement
The email agreement with Creator, incorporating the Creative Brief and these terms and conditions, constitutes the entire agreement of the parties, no promises or representations having been made by either party to the other to induce agreement except as referenced herein. It is the complete and exclusive expression of the parties’ agreement on the matters contained in this agreement. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this agreement are expressly merged into and superseded by this agreement.
Modifications and amendments to the agreement, including any exhibit or appendix, shall be enforceable only if they are in writing and are signed by an authorized representative of each party. For Oceana, only Andrew F. Sharpless, James F. Simon, Christopher M. Sharkey, and Eric A. Bilsky are authorized to sign modifications and amendments to this agreement.
