- TALENT CONTRIBUTOR SERVICES. Talent Contributor will provide the Services as described in the applicable Experience Plan(s), which will describe the Experience and specify the agreed upon concept and theme, the promotional obligations, the preparation requirements, any materials to be provided by Talent Contributor, the schedule for the Experience and the other Services, and any other requirements for performance. The Experience, the Services and any required materials will conform to the descriptions and requirements agreed to by the parties in the Experience Plan and as otherwise set forth in this Agreement. However, the parties acknowledge that the method, manner, mode, and details of how Talent Contributor provides the Services are determined solely by Talent Contributor and are not controlled or directed by Company. Talent Contributor will provide all equipment, materials, facilities, and other items needed to perform the Services. Talent Contributor is free to provide similar services to other parties, and Company is free to engage other talent to create Experiences. Company will have final approval over the Experiences and any related materials, and Talent Contributor will cooperate with Company and use its reasonable best efforts to modify, edit, any Experiences or materials to meet the requirements of this Agreement and obtain the approval of Company. Company shall have no obligation to use any Experiences or make them available on the Platform, and all decisions as to the use or nonuse of any Experiences, and how long to maintain the Experiences on the Platform, is solely at the discretion of Company.
- COMPENSATION. Subject to the terms and conditions of this Agreement, Talent Contributor will receive the compensation set forth in the applicable Experience Plan (the “Compensation”). Company will not be liable to the Talent Contributor for any expenses paid or incurred by the Talent Contributor in connection with the Services, unless expressly agreed to in the Experience Plan.
- OWNERSHIP OF PROJECT MATERIALS; CLEARANCE. Except for Talent Contributor Materials, all content, materials and other items created, conceived, or used by either party in connection with any Experiences, the Services, or this Agreement, including all programming, scripts, outlines, audio, video, photographs, artwork, designs, music, recordings, information, communications, performances, posts, comments, statements, promotions, ads, ideas, suggestions, feedback, inventions, works of authorship, and other materials or work product of any kind (collectively the “Project Materials”), will be the sole and exclusive property of Company, together with all intellectual property rights therein. Talent Contributor hereby assigns and transfers to Company, without separate compensation, all right, title and interest, including all copyright, trademark, and other intellectual property rights, that Talent Contributor may have or acquire in and to the Project Materials, excluding any Talent Contributor Materials contained therein. Talent Contributor will take such action as may be reasonably requested by Company from time to time (including the execution, acknowledgment, and delivery of documents) to effect, perfect or evidence Company’s ownership rights to the Project Materials. Company hereby grants the Talent Contributor the right to use, copy, reproduce, and display the Project Materials solely for the purposes of performing the Services and as may otherwise be expressly permitted in the applicable Experience Plan. Notwithstanding the foregoing, Company shall not use Experiences, Talent Contributor Materials, or Project Materials, incorporating Talent’s Identity in connection with any “Tie-In Programs.” As used herein, “Tie-In Program” shall mean any third-party program primarily designed to attract the consumer to purchase a third-party’s product or services. In addition, Company shall not use Talent’s Identity in connection with any implied endorsements of third-party products or services. Except as otherwise agreed to in writing by Company, Talent Contributor will be responsible for clearing all rights, including intellectual property rights, in all Talent Contributor Materials, including any materials or items that Talent Contributor brings, provides, wears, or uses in connection with the Experience. This will include obtaining written permission for the use of any third-party trademarks, service marks, or copyrighted materials contained therein and with respect to anyone appearing in any such Talent Contributor Materials (the “Clearances”). Talent Contributor will provide Company with a copy of all such Clearances. Nothing contained herein shall construe to Company the right to use the trademarks, logos, uniforms, venues, of the teams or the leagues. All such rights to Teams and/or league marks for Company-controlled use shall be acquired solely by the Company. Talent Contributor will not wear, bring, use, or provide any materials containing any such trademarks, logos, uniforms, venues in connection with the Experiences. If contrary to the terms of this agreement, Talent Contributor wears or otherwise displays such trademarks in the Experience, Talent Contributor will be responsible for securing approval from the appropriate rights holder. Company plans and has the right to over NFTs related to the Experience. Each ticket provided to Experience customers will be in the form of an NFT. As well, Company may produce additional NFTs. If there is to be an additional revenue-based transaction for sale or transfer of an NFT featuring Talent Contributor, Company agrees to negotiate with Talent Contributor in good faith a percentage-based revenue sharing arrangement.
Talent Terms of service
These Talent Contributor Agreement standard terms and conditions (“Standard Terms”) apply to and are incorporated into the Talent Contributor Agreement (the “Agreement”) entered into between Revel Moments Inc. (“Company”) and Talent Contributor. Any terms not defined herein will be defined as set forth in the Agreement. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
- GRANT OF RIGHTS; RELEASE. (A)Talent Contributor hereby grants to Company a worldwide, royalty free, nonexclusive, perpetual and sublicensable right and license to reproduce, distribute, publicly perform, publicly display, adapt, and make derivative works of, and otherwise use the Talent Contributor Materials, in any manner and media and for any purpose in and in connection with the Project Materials, the Experiences, and the promotion thereof. (B)Talent Contributor hereby grants to Company and select related parties, the royalty free, perpetual, sublicensable, fully paid up, right, license, and privilege to (i) photograph, film, record, interview, and otherwise capture Talent Contributor and Talent Contributor’s comments, performance, and participation in any manner or media in and in connection with the Services, the Experiences and the Project Materials; and (ii) use Talent Contributor’s Identity, in and in connection with the Project Materials and the Experiences, and any versions and derivative works thereof, including without limitation to promote the Experiences, the Company, the Platform, and Talent Contributor’s role as an Talent Contributor for the Company and in collateral materials, social media, and any other media (now known or later developed throughout the world in perpetuity). You hereby release and discharge Company and the Related Parties and their agents, employees and assigns from any claims that use of the Project Materials or of Talent Contributor’s name, likeness, voice, image, persona, comments, or performance, as authorized herein, violates any of Talent Contributor’s rights, including without limitation any rights of publicity or privacy or any intellectual property rights.
- COMPANY TRADEMARKS. Talent Contributor may use Company’s trademarks solely as necessary in connection with the Services and solely in a non-trademark fashion to factually refer to Company and its Products. Talent Contributor will comply with any guidelines and restrictions provided by Company regarding the use of Company’s trademarks and will only use the trademarks provided to Talent Contributor for such purpose and solely in the form provided by Company. All use of Company’s trademarks will inure to the benefit of Company.
TALENT CONTRIBUTOR CONDUCT. Talent Contributor will comply with the following requirements:
- Talent Contributor, the Experiences, and the Project Materials will at all times comply with the standards and requirements set forth in the Talent Contributor Guidelines set forth in Exhibit A.
- Talent Contributor will at all times comply with all applicable laws, rules, and regulations including the U.S. Federal Trade Commission regulations, policies and guidelines governing advertising, disclosure, and consumer protection, such as the FTC Endorsement Guidelines (collectively, “Laws”).
- CONFIDENTIALITY. In connection with the Services, Talent Contributor may gain access to certain information that is the confidential, proprietary or trade secret information of Company ("Confidential Information"). Confidential Information includes without limitation: (a) any information, whether or not marked or otherwise designated as confidential, of or relating to the Company that is not generally available to the public, including any nonpublic information relating to the Experiences, the Platform, the Project Materials, or Company’s methods, techniques, products, services, finances, business plans, marketing plans, legal affairs, prospects, opportunities, contracts, assets or trade secrets, and (b) any information that has been made available to or obtained by Company by or with respect to its customers or other third parties and which Company is obligated to keep confidential. Talent Contributor will not use any Confidential Information for any purpose other than the performance of the Services, will not disclose the Confidential Information to any third party without the prior written consent of Company, and will use commercially reasonable efforts to protect such information from any unauthorized use or disclosure.
- UNION JURISDICTION. Talent Contributor acknowledges and agrees that the Experiences and the Services shall be rendered outside the jurisdiction of any collective bargaining agreement, and Talent Contributor shall not be entitled to any wages, salary, residuals, corporate benefits, workers' compensation benefits, payments, or other compensation or benefits of any kind mandated by any union or otherwise not included in this Agreement. If any union or players association has the right to approve or control the Services or any of the rights granted under this Agreement, Talent Contributor will be solely responsible for obtaining, and will obtain, any such approvals or permission necessary to enable Talent Contributor to perform the Services and grant the rights granted under this Agreement and to enable Company to exercise all its rights under this Agreement.
TERM AND TERMINATION.
- The term of this Agreement (“Term”) will commence as of the Effective Date and continue until all Experiences and Services have been fully completed or cancelled by either party as set forth in this Agreement.
- Either party may cancel any Experience(s) or Experience Plan upon 30 days written notice to the other party, with no further obligation to the other party with respect to the cancelled Experience(s) other than the obligations with respect to any Confidential Information under Section 7. In addition, Company may cancel any Experience(s) or experience Plan any time upon less than 30 days written notice if Company decides to discontinue the Platform, the Experience(s), or Talent Contributor’s participation therein, provided that in the event such cancellation is without cause, Company will, as its sole obligation to Talent Contributor in connection with the cancelled Experience(s), pay Talent Contributor an inconvenience fee of $20,000.
- Company may terminate any Experience Plan under this Agreement at any time immediately upon written notice if in the good faith opinion of Company, Talent Contributor: (1) becomes the subject of any public disrepute, contempt, scandal or negative publicity that affects Talent Contributor’s image or goodwill, or (2) commits or is alleged to have committed any act which is illegal or immoral or may otherwise shock or offend the community, public morals or decency, or negatively reflect on Company or affect the commercial value of the Experience or Talent Contributor’s participation in the Experience.
- Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, and 12 of these Standard Terms will survive any expiration or termination of this Agreement.
- WARRANTIES; INDEMNITY. Talent Contributor represents and warrants that (a) Talent Contributor has the right, power, and authority to enter into and perform this Agreement, to grant the rights granted in this Agreement; (b) Talent Contributor has obtained all Clearances and other permissions necessary, if applicable, to enable Company to use and exploit Project Materials and the Experience as contemplated herein; (c) Talent Contributor’s execution, delivery, and performance of this Agreement does not, and will not breach or conflict with any of Talent Contributor’s other commitments, agreements, understandings or duties; (d) the Project Materials created or provided by Talent Contributor and Talents participation in the Experience do not and will not infringe upon or violate any third party rights, including without limitation any copyright, trademark, trade secret, right of privacy, right of publicity or other intellectual property, proprietary, or contract rights; and (e) Talent Contributor will comply with all applicable Laws and all rules and requirements set forth in this Agreement (including the Talent Contributor Guidelines) in connection with the Project Materials and the Experiences. Talent Contributor shall defend and indemnify Company against and hold Company and its respective affiliates, successors, assigns and the officers, directors, employees and agents of such parties and their affiliates (each, an “Indemnified Party”) harmless from any and all losses, costs, expenses, claims, demands, suits, judgments and other liabilities arising as a consequence of or relating to any grossly negligent act or omission of Talent Contributor. Talent Contributor’s indemnification shall survive any termination of this Agreement. Company shall defend and indemnify Talent Contributor against and hold Talent Contributor harmless from any and all losses, costs, expenses, claims, demands, suits, judgments and other liabilities arising as a consequence of or relating to any grossly negligent act or omission of Company. Company’s indemnification shall survive any termination of this Agreement.
- INDEPENDENT CONTRACTOR. Talent Contributor shall be and act as an independent contractor, and not as an employee or agent of Company, and Talent Contributor shall not be entitled to any benefits, coverages, or privileges, including, without limitation, health insurance, social security, unemployment, medical or pension payments, made available to employees of Company. Talent Contributor does not have, and will not hold itself out as having, the authority to enter into contracts, or attempt to, create, or assume any other obligation, express or implied, on behalf of Company. This Agreement shall not be interpreted or construed as creating or evidencing an association, joint venture, partnership, or franchise among the parties or as imposing any partnership or franchisor obligation or liability on any party. Talent Contributor will have full responsibility for applicable taxes, withholdings, contributions, or liabilities, including income tax, social security, unemployment insurance, and any other taxes that pertain to all amounts paid to Talent Contributor under this agreement, and for compliance with all applicable labor and employment requirements with respect to the Talent Contributor’s self-employment, sole proprietorship, or other form of business organization. Talent Contributor agrees to indemnify, defend, and hold Company harmless from and against any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor, or employment requirements (including but not limited to California Labor Code Section 2810.3), including any liability for, or assessment of, withholding taxes imposed on company by the relevant taxing authorities with respect to any amount paid to Talent Contributor under this Agreement.
- Miscellaneous. (a) Talent Contributor will not delegate performance of the any obligations under, or assign all or any part of, this Agreement, by operation of law or otherwise, without the prior written consent of Company, which Company may grant or withhold at its sole discretion. Any purported assignment or delegation in violation of this Agreement will be void and of no force or effect. This Agreement will be binding on all permitted assignees and successors in interest. (b) This Agreement will be interpreted, construed, and enforced in accordance with the laws of the State of Michigan, without reference to its choice of law provisions. Exclusive venue for any action hereunder will lie in the state and federal courts located in Oakland County, Michigan, and both parties hereby irrevocably consent to the jurisdiction of such courts. (c) All notices will be in writing sent to the to the addresses for Company and Talent Contributor listed on the last page of this Agreement. These addresses may be changed by providing notice to the other party in accordance with the terms of this Section 14(c). (d) If any provision of this Agreement is illegal, invalid, or unenforceable, the rest of this Agreement will be legal, valid, and enforceable to the fullest extent possible. (e) Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of further enforcement of that provision. (f) This Agreement, including the applicable Experience Plans, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, whether written or oral. Neither this Agreement, nor the Experience Plans may be modified except by a written agreement signed by both parties.
Talent Contributor Guidelines
As a Talent Contributor, you must comply with the following requirements. These obligations apply equally to the Experiences as well as to your personal blogs, websites, social network pages or posts, and other media.
Respect Third-Party Rights and Content - We expect our users to respect the intellectual property and other rights of third parties. Therefore, in creating and presenting Experiences, and in promoting Experiences and Company, you agree to the following:
- Infringement: Respect others' intellectual property rights and do not infringe any third-party rights. Do not use or include in any Project Materials or Experiences, or in any posts or materials promoting Experiences or Company, any photographs, video, text, information, materials or other content or materials (“Content”) that violates copyright, trademark, or other rights of third parties
- Other Violations of Rights: Do not violate anyone’s right of publicity or privacy or do anything to disparage, libel, slander, defame or otherwise violate the rights of any person, entity, product, or service, including a competitive product or service.
- Obtain Necessary Permissions: If you include any third-party Content or capture or depict the name, voice, or likeness of any third party, make sure that you have written permission to do so.
Avoid Inappropriate Content - In order to make Experiences enjoyable for everyone, certain kinds of content simply do not belong in Experiences. Therefore, you may not include any of the following types of Content in Experiences or in any Content promoting Company or any Experiences:
- Adult Content: Keep it clean and appropriate for families. Do not include any Content that is obscene, pornographic, indecent, or sexually explicit or that depicts nudity or graphic or excessive violence.
- Offensive or Inflammatory Content: Keep it nice. Do not include any Content that is derogatory, demeaning, inflammatory, discriminatory, malicious, defamatory, abusive, threatening, harassing, offensive or hateful.
- False or Misleading Content: Be fair and accurate. Do not include any Content that is false, misleading, fraudulent, deceptive, or unfair or that otherwise violates any applicable consumer protection laws. This includes not impersonating others or misrepresenting yourself, your age, or your affiliations.
- Illegal Content: Keep it legal. Do not include any Content that violates applicable law or that would encourage, solicit, glorify, or provide instructions for an illegal activity or criminal offense.
- Dangerous or Harmful Content: Keep it safe. Do not include Content that encourages dangerous, reckless, or irresponsible behavior, that creates a risk to a person's safety or health, or to public safety or health, or that otherwise could cause harm to others. This includes any Content that may include any viruses, worms, Trojan horses or other harmful or destructive programs, code, or technology. Also avoid content that could create any liability for, or reflect negatively on, Company.
- Advertising and Political Campaigning: Avoid using experiences or the Platform to directly promote products or Services or for political campaigning.
Comply with FTC Endorsement Guidelines
Disclose material connections. As a Talent Contributor, you must clearly and prominently disclose your relationship with Company. This applies to any communication that could be interpreted to endorse or promote the Experience or Company, even if you do not actually write about Experience or the Company (e.g., merely posting a photo showcasing an Experience is enough). You must also disclose material connections with third parties if you include anything in any Experience that might be considered an endorsement. Here are common examples where disclosure is required:
- Communications encouraging someone to participate in an Experience.
- Content you share from the Company website or from any Company social media channel.
- Sharing third-party content that is arguably favorable to Company such as media stories that discuss the Company or Experiences offered by Company.
- Selfies, videos, or other content prominently showcasing an Experience or the Company, retweeting an endorsement, or any other depiction that could be construed as promoting the Experience or the Company.
- Content that does any of the foregoing with respect to any third-party products or services.
- Ensure Disclosures are clear and prominent. Disclosures should be easy to see and understand. It should be clear to the audience that you have a connection with the Company (or a third party, if applicable). A simple statement about your relationship is often the best option (“I am a Talent Contributor for Company”). On social media you can use shorter disclosures if necessary for space (e.g., #ad, #sponsored, #promoted). Disclosures should be located at the beginning, next to, or on top of any applicable communication or can be incorporated into the communication itself. The disclosure should be in large enough font (and in videos appear long enough) for the audience to read and understand it. The disclosure should also be visible regardless of whether viewing online or on a mobile device.
Make honest and accurate statements. Statements about the Company, Experiences, or third parties that might be viewed as an endorsement must reflect your honest opinions, beliefs, or experiences and must not be false or misleading, For example:
- Do not make false or misleading statements or claims about Company or Experiences.
- Do not make a claim that cannot be supported.
- Do not make false or misleading claims about a competitor’s product or service.
- Do not hold yourself out as an expert if you are not one.
- If you create and distribute advertising or promotional material for Company, make sure that is not disguised to look like editorial, news, entertainment, or other non-advertising content.
- Discontinue statements if your communication is no longer true or accurate.
- Avoid making conclusory or comparative statements (e.g., better than competitor).
- If applicable, state that your view is your opinion and not representative of Company’ view.
- Do not offer or promote Non-Fungible Tokens (NFTs) or other thing that in certain circumstances could be considered a security.
- Comply with any third-party contractual obligations that apply to your activities as a Talent Contributor and notify Company immediately if any such obligations may interfere with your ability to perform your obligations under the Agreement.
- Disclose material connections. As a Talent Contributor, you must clearly and prominently disclose your relationship with Company. This applies to any communication that could be interpreted to endorse or promote the Experience or Company, even if you do not actually write about Experience or the Company (e.g., merely posting a photo showcasing an Experience is enough). You must also disclose material connections with third parties if you include anything in any Experience that might be considered an endorsement. Here are common examples where disclosure is required:
Enforcement of these Talent Contributor Guidelines are solely at Company’s discretion, and failure to enforce such rules in some instances does not constitute a waiver of our right to enforce such rules in other instances