#iamprojcan Exhibit C

Additional Terms and Conditions of Agreement

            The following terms and conditions are hereby incorporated into the Agreement:

  1. Intellectual Property Rights.
    1. Grant of Rights. Participant agrees to post the Content in accordance with the dates and times set forth in Exhibit A, and hereby grants the Company a worldwide, irrevocable, fully paid-up and royalty-free right and license to use, reproduce, repost, adapt, publish, translate, distribute, transmit, share and display the Content, including Participant’s name, nickname, blog name, user handle, photo, image and/or other likeness in connection with such Content (collectively, “Participant’s Likeness”), in perpetuity, on the Company’s owned and operated social media channels and platforms and paid media, including, but not limited to, Facebook, Instagram, Twitter, Snapchat, Tumblr, YouTube, and Pinterest. Participant further agrees that for the duration of the Term (“Whitelist Period”), the Company shall have the right to “whitelist” and/or boost the Content on its social media platforms and to amplify and promote the Content via paid media, including via sponsored/promoted/paid posts, and Participant hereby agrees to provide the Company with any applicable permissions that it needs to do so in accordance with this Section.
    1. No Obligation to Take-down. Participant understands and agrees that: (i) the Company is under no obligation to remove any Content or links that appear in their original form, including from the Company’s social media channels or platforms, after the Term (as defined below); and (ii) the Company shall otherwise retain the right to display and use such Content (and Participant’s Likeness included therein) after the Term.
    1. Reporting. Participant will provide social media analytics for all Content to confirm follower details, impressions, reach and engagement no later than fifteen (15) days after such Content is posted.
    1. Fake Followers. Participant will not: (i) use any script, programmed, mechanical, click fraud, botnets, impression ladderups, robotic, macro, automatic, programmed or other automated means to increase Content or Participant engagement, likes, views, impressions, followers or other performance metrics (“Engagement Metrics”); (ii) pay or otherwise engage a third party to affect Engagement Metrics; or (iii) collaborate with other individuals or groups to affect Engagement Metrics, utilizing paid media amplification without the Company’s prior written consent.
    1. Company IP. The Company shall own and retain all right, title and interest in any trademarks, trade names, service marks, logos, artwork, designs, copy or other intellectual property owned by Company (collectively, “Company IP”).  In connection with Participant’s creation of the Content, Company may provide Participant with a limited license to use Company IP solely in connection with the performance of Participant’s Services herein. Participant shall have no interest in or right to the use any Company IP except for the limited right to use Company IP solely for purposes of performing the Services in accordance with the Agreement. Without limiting the foregoing, Participant shall not claim any right in or attempt to challenge the validity of any Company IP.
  2. Representations and Warranties. Participant represents and warrants to the Company that: (i) Participant has the full right, power and authority to enter into this Agreement, grant the rights granted herein, and fully perform its obligations hereunder without violating the rights of any third party; (ii) the Content is wholly original with Participant, and that the use of the Content in accordance with this Agreement will not infringe any patents, copyrights, trademarks, trade secrets or other intellectual property rights or violate the right of privacy, publicity or other rights of any third party; (iii) the Content, and Participant’s performance of the Services and all of its other obligations under this Agreement, will comply with the Company’s Social Media Policy, as may be updated from time to time , a copy of which is attached hereto as Exhibit B, and all other terms and conditions of this Agreement; (iv) Participant will comply with any Internet or social media platforms’ terms of use and policies when posting Content on such third party platforms; (v) Participant will not commit and has not committed any act which brings the Company into public disrepute, contempt, scandal or ridicule, or which insults or offends the general community to which the Company’s advertising and publicity materials are directed, or which might tend to injure the success of the Company or any of the Company’s products or services or reduce the commercial value of the Company’s association with Participant, including, without limitation, disparaging the Company, its products or services, or its competitors; and (vi) Participant will comply with all applicable federal, state and local laws, regulations, administrative guidelines, orders and ordinances, including without limitation, the FTC Endorsement Guides and the FTC’s Native Advertising Guidelines (https://www.ftc.gov/tips-advice/business-center/guidance/native-advertising-guide-businesses). The form and placement of any FTC-required disclosures shall be agreed to by the Company but, at a minimum, will appear clearly and conspicuously and in close proximity to any statements that Participant makes about the Company. In no event will the Company’s approval of any Content or activities relieve Participant of its responsibilities under this section.
  3. Indemnification. Participant agrees to defend, indemnify and hold harmless the Company, their respective affiliates, subsidiaries and parent companies, and their respective officers, directors, employees, business partners and agents (collectively, “Indemnitee Entities”), from and against any and all third party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including, but not limited to, attorney’s fees) arising from: (a) Participant’s breach of the Agreement and/or any of its representations and/or warranties included herein; (b) Participant’s negligence or willful misconduct; and/or (c) any other acts or omissions by Participant in connection with the Agreement. The Indemnitee Parties may, at their respective election, assume the defense, settlement or other resolution of such claim with counsel of their own choosing at Participant’s expense.
  4. Survival. The rights and obligations contained in this Exhibit C, in addition to those contained within Section 9 of the Agreement, will survive any termination or expiration of the Agreement.
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