Content Creation Terms & Conditions- UGC Campaign, May 2024

Content Creator Agreement 

This Content Creator Agreement, hereinafter referred to as "Agreement," is entered into and  made effective as of date of signature on Jotform by and between the following  parties: Almond Clear LLC ("Advertiser"), having a primary address at the following: 

3519 NE 15th Ave #382 / Portland, OR, 97212 

Email: hello@almondclear.com 

The parties may be referred to individually as "Party" and collectively as the "Parties."

RECITALS: 

WHEREAS, Advertiser wishes to advertise certain services; 

WHEREAS, the Parties wish to establish a written document between them covering the  terms and conditions of their agreement; 

NOW, therefore, in consideration of the promises and covenants contained herein, as  well as other good and valuable consideration (the receipt and sufficiency of which is  hereby acknowledged), the Parties hereby agree as follows: 

ARTICLE 1 - AGREEMENT: 

Within this Agreement, the Content Creator agrees to create the following services (the "Services") with the right for Almond Clear to require revisions to the photo or video prior to accepting the final product. The service is described below: 

One video that meets all of the standards outlined in the creative brief. Fees will be paid after the advertiser gives final approval of the content. The advertiser reserves the right to request two revisions to the content as needed to meet the requirements in the content brief. The advertiser reserves the right to reject the content after two revisions if it does not meet the requirements outlined in the content brief. The final content is due within 15 days of signing the Content Creator Application Form. 

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ARTICLE 2 - NO EMPLOYMENT RELATIONSHIP: 

Nothing contained within this Agreement shall be construed to form any partnership, joint  venture, agency, franchise, or employment relationship. Content Creator is an independent  contractor and will, at all times, act as such. Content Creator is responsible for Content Creator’s  own local, state, and federal tax liability, and no tax funds or other required payments,  such as social security, will be withheld from any of Content Creator’s fees. 

ARTICLE 3 - TERM & TERMINATION: 

This Agreement will proceed indefinitely. 

This Agreement may be terminated by either Party upon notice in writing. 

Advertiser specifically reserves the right to terminate this Agreement if Content Creator violates any of the terms outlined herein, including, but not limited to, violating the  intellectual property rights of the Advertiser or a third party, failing to comply with  applicable laws or other legal obligations, and/or publishing or distributing illegal  material. 

If this Agreement is terminated for Content Creator’s breach, Content Creator’s forfeits all rights,  including the right to any unclaimed fees. 

At the termination of this Agreement, any provisions that would be expected to survive  termination by their nature shall remain in full force and effect. 

ARTICLE 4 - NON-EXCLUSIVITY: 

Nothing in this Agreement shall be deemed to create an exclusive relationship between  Advertiser and Content Creator. The InfluContent Creatorencer is free to work with other advertisers and Advertiser may hire additional Content Creators. 


ARTICLE 5 - FEES: 

Content Creator will be paid fees ("Fees") for the content creation Services.  Specifically, Content Creator will be paid with a free product or up to a $100 gift card, depending on the tier of video produced.

ARTICLE 7 - PAYMENT: 

Free product or $100 gift card (depending on video tier) will be shipped or emailed within 14 business days of the date that final content is received and approved of by Almond Clear. 

ARTICLE 8 - INTELLECTUAL PROPERTY: 

Content Creator and Advertiser each agree that any intellectual property, including copyrights,  trademarks, trade secrets, patents, and other intellectual property belonging to the  respective Parties shall remain owned by the respective Parties. No transfer of  ownership of intellectual property may take place under this Agreement. 

Subject to the limitations listed below, each Party hereby grants the other a non exclusive, non-transferable, revocable license to use their intellectual property solely and  exclusively in conjunction with this Agreement. No Party may modify the other Party's  intellectual property in any way. Specifically, Advertiser grants Content Creator the license to  use Advertiser's brand name and, if applicable, logo, below: 

Almond Clear 

Either Party may revoke this license at any time, including if any misuse of intellectual  property is found. This license will terminate at the expiration of this Agreement. 

Unauthorized use of any Party's intellectual property shall be considered unlawful  infringement and each Party reserves all rights, including the right to pursue an  infringement suit in federal court. 

ARTICLE 9 - COMMUNICATION: 

Content Creator agrees to maintain open communication with Advertiser, including promptly  responding to calls, messages, and emails. Content Creator shall respond to all  communications no later than 48 hours after receipt. 

ARTICLE 10 - COMPLIANCE: 

Content Creator warrants and agrees to maintain full compliance with all Federal Trade  Commission (FTC) rules and regulations, as well as any other applicable laws. This  includes tagging all posts with relevant hashtags, such as "#sponsored," "#ad," or  "#advertisement," as well as, where applicable, including relevant disclosure statements  and marking posts as "Paid Partnership With." Advertiser recommends that Content Creator  seek independent legal counsel to advise on specific compliance steps. 

ARTICLE 11 - CONFIDENTIALITY: 

The Parties acknowledge and agree that Confidential Information, as defined below,  may be exchanged in the course of the Parties' relationship. Each Party shall maintain  the secrecy of the other Party's Confidential Information throughout the duration of this  Agreement, as well as for a period of three (3) years after the termination of this  Agreement. Confidential Information shall be defined as any information which is  confidential and commercially valuable to the Party owner of that information.  Confidential Information may be in the form of documents, techniques, methods,  practices, tools, specifications, inventions, patents, trademarks, copyrights, equipment,  algorithms, models, samples, software, drawings, sketches, plans, programs or other  oral or written knowledge and/or secrets and may pertain to, but is not limited to, the  fields of research and development, forecasting, marketing, personnel, customers,  suppliers, intellectual property and/or finance or any other information which is  confidential and commercially valuable. Confidential Information shall not mean any  information which: 

  1. a) is known or available to the public at the time of disclosure or became known or  available after disclosure through no fault of the non-owner Party; 
  2. b) is already known, through legal means, to the non-owner Party; 
  3. c) is given by the owner Party to third parties, other than the non-owner Party,  without any restrictions; 
  1. d) is given to the non-owner Party by any third party who legally had the Confidential  Information and the right to disclose it; or 
  2. e) is developed independently by the non-owner Party and the non-owner Party can  show such independent development. 

ARTICLE 12 - MODIFICATION & VARIATION: 

The Parties may modify the terms of this Agreement upon written notice. However, such  modification is subject to acceptance by the non-modifying Party. If the non-modifying  Party does not agree to the updated terms, that Party may terminate this Agreement.  Upon termination, all Fees earned but not paid to Content Creator will be due. 

To the extent any part or sub-part of the modified Agreement is held ineffective or invalid  by any court of law, the Parties' agree that the prior, effective version of this Agreement  shall be considered enforceable and valid to the fullest extent. 

ARTICLE 13 - INDEMNIFICATION: 

Content Creator agrees to defend and indemnify Advertiser and any of its agents (if applicable)  and hold Advertiser harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to Content Creator’s conduct or actions. Advertiser shall be able to select its own legal counsel and may participate in its own defense if Advertiser wishes. 

ARTICLE 14 - GENERAL PROVISIONS: 

  1. a) LANGUAGE: All communications made or notices given pursuant to this  Agreement shall be in the English language. 
  2. b) JURISDICTION, VENUE & CHOICE OF LAW: The Parties agree that Oregon  shall govern any matter or dispute relating to or arising out of this Agreement, as  well as any dispute of any kind that may arise between Content Creator and Advertiser  with the exception of its conflict of law provisions. In case any litigation specifically  

permitted under this Agreement is initiated, the Parties agree to submit to the  personal jurisdiction of the state and federal courts of the following county:  Multnomah County, Oregon. The Parties agree that this choice of law, venue, and  jurisdiction provision is not permissive, but rather mandatory in nature. The Parties  hereby waive the right to any objection of venue, including assertion of the doctrine  of forum non conveniens or similar doctrine. 

  1. c) ARBITRATION: In case of a dispute between the Parties relating to or arising out  of this Agreement, the Parties shall first attempt to resolve the dispute personally  and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the  following county: Multnomah County. The arbitration shall be conducted by a single  arbitrator, and such arbitrator shall have no authority to add Parties, vary the  provisions of this Agreement, award punitive damages, or certify a class. The  arbitrator shall be bound by applicable and governing Federal law as well as the law  of Oregon. Each Party shall pay their own costs and fees. Claims necessitating  arbitration under this section include, but are not limited to: contract claims, tort  claims, claims based on Federal and state law, and claims based on local laws,  ordinances, statutes or regulations. Intellectual property claims will not be subject to  arbitration and may, as an exception to this sub-part, be litigated. The Parties, in  agreement with this sub-part of this Agreement, waive any rights they may have to a  jury trial in regard to arbitral claims. 
  2. d) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be  assigned, sold, leased or otherwise transferred in whole or part by either Party. 
  3. e) SEVERABILITY: If any part or sub-part of this Agreement is held invalid or  unenforceable by a court of law or competent arbitrator, the remaining parts and  sub-parts will be enforced to the maximum extent possible. In such condition, the  remainder of this Agreement shall continue in full force. 
  4. f) NO WAIVER: In the event that any Party fails to enforce any provision of this  Agreement, this shall not constitute a waiver of any future enforcement of that  provision or of any other provision. Waiver of any part or sub-part of this Agreement  will not constitute a waiver of any other part or sub-part. 
  5. g) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under  this Agreement are for convenience and organization, only. Headings shall not affect  the meaning of any provisions of this Agreement. 
  6. h) FORCE MAJEURE: The Parties are not liable for any failure to perform due to  causes beyond their reasonable control including, but not limited to, acts of God,  acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature  and natural disasters, and other acts which may be due to unforeseen  circumstances. 
  7. i) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are  permitted to both Parties under this Agreement, including email or fax.