1. Participation. Nimble for Good, PBC wishes to partner with Nimble Collective participants to help promote Nimble and its products through participant’s online presence - including, but not limited to their website, blog and social media channels. Participant agrees to provide the promotion of Nimble products and participation in the program on the specific timeline outlined in the below. The participation terms and conditions may be changed at any time without notice. A written and mutually signed agreement between Nimble and the participant can supercede the Terms and Conditions outlined below.
3. Compensation. In exchange for all the promotion provided pursuant to these Terms and Conditions, subject to Paragraph 4, Nimble may provide product in-kind. Participant will not be reimbursed for any expenses incurred in their promotion of Nimble, unless the expenses are approved in advance and in writing by Nimble in a separate agreement. In the event that Participant designates to Nimble in writing a professional management company, agency, or similar service provider to accept product on Participant’s behalf, Participant acknowledges and agrees that receipt of the fees or product by such party shall constitute full and lawful receipt by Participant and Participant waives and releases any claim against Nimble in the event the partner does not timely provide the product to Participant.
4. Work Product; Time of the Essence. Participant acknowledges that its timely promotion of any of Nimble’s products on Participant’s website, blog and social media channels are of the essence. Participant agrees to post the received product within 21 days of receipt on their website, blog, or social media channel with the largest traffic and following. In the event Participant fails to meet any milestone, deadline, or requirement, the Participant will be subject to immediate termination from the program.
5. Intellectual Property Rights. Participant will own and retain all rights, title and interest in the Posts prepared for Nimble in connection with these terms and conditions. Participant grants to Nimble, and each of its affiliates a perpetual, non-revocable, non-exclusive, royalty-free, fully-paid, sub licensable, worldwide license and right to use the promotion posts for any purpose - including but not limited to Nimble’s website, social media channels, and advertising. In no event shall the foregoing license be deemed to create any rights in Participant's projects unrelated to the program participation, or to any of Participant's intellectual property, including, but not limited to, registered copyrights and trademarks. Participant will ensure that their promotion of Nimble and related social media or blog posts do not contain any trademark, logo, trade name, service mark, or other intellectual property of any third party unless authorized in writing by Nimble and such third party.
6. Use of Participant’s Name, Likeness and Information. Participant hereby grants to Nimble and its affiliates the right to use Participant’s name, image, biographical and professional information, including to advertise. Participant also grants to Nimble the right to promote and advertise the promotional posts. Upon termination from the program, Nimble may not disseminate new materials or posts, other than posts promoting or advertising Nimble which were created during the Participant’s inclusion in the program (which shall be linked back to Participant’s associated blog or social media channel), containing Participant's name and likeness in consumer-facing channels without Participant’s permission. Neither Nimble nor Participant shall use content created during the program in any spam, including pop-ups and pop-unders.
7. Non-Disparagement & Content Guidelines. Participant shall not publicly refer to or use any of Nimble’s products in a disparaging, derogatory or offensive manner. Participant agrees to notify Nimble and give Nimble ample time to resolve any disputes or negative product feedback.
Participant is responsible for the content of the Posts, and you shall be the sole author, creator, producer and developer of the content created (or have otherwise obtained all necessary rights to allow Nimble to use the content in accordance with these Terms and Conditions). The Posts shall not contain materials that: (a) are false, inaccurate, libelous, threatening, misleading, obscene or contain pornography; (b) infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy or violate any law, statute, ordinance or regulation; (c) contain any viruses or other computer programming routines that are intended to damage or detrimentally interfere with any system, data or personal information; and (d) might create liability for Nimble or any of its licensees, agents or affiliates (collectively, the “Company Parties”) or might cause any of the Nimble to lose the services of its internet service providers or other suppliers.
8. Termination. Nimble may terminate a Participant’s participation in the program at its convenience upon written notice to Participant and effective upon receipt unless otherwise indicated in the notice.
9. Confidentiality. “Confidential Information” shall include without limitation the Terms and Conditions, each party’s trade secrets, technology, and information pertaining to business operations whether oral or written and in any form or medium. Each party agrees to treat the Confidential Information of the other party as strictly confidential, not to disclose any Confidential Information to any third party without the prior written consent of the other party, and not to use any Confidential Information for any purpose except pursuant to the Terms and Conditions. Any Confidential Information that Participant receives or develops in connection with the program, including the content created within the program, shall be subject to this section. Each party shall notify the other party immediately in the event it discovers any possible disclosure of any Confidential Information in violation of these Terms and Conditions.
10. Independent Contractor. Participant is an independent contractor and is not being hired as an employee. Participant understands the difference between an independent contractor role and an employee role, and would not have agreed to these Terms and Conditions had it been an employment arrangement. Participant is not entitled to or eligible for and hereby waives any benefits that Nimble provides to its employees. These Terms and Conditions do not create or imply any agency or employer-employee relationship between Nimble and Participant.
11. Representations & Warranties. Participant represents and warrants to Nimble that: (i) participation in the program hereunder will be performed in a first class professional manner; (ii) Participant owns or has the right and authority to grant to Nimble the rights in the content created granted above; (iii) Participant has obtained all the necessary rights, consents, licenses and permissions to allow Nimble to use the content created in accordance with the rights Participant has granted to Nimble; (iv) the content created is original work and does not infringe the copyright or other rights of any third party; (v) the content shall comply with the Terms and Conditions outlined herein; (vi) either (A) Participant is not a member of the Screen Actors’ Guild (“SAG”) or the American Federation of Television and Radio Artists (“AFTRA” ) or any similar professional organization or collective bargaining or labor organization (including SAG and AFTRA, each a “Union”), or (B) if Participant is a member of a Union then Participant warrants that participation in the program are not subject to any standard labor contract or collective bargaining contract (each a “Union Contract”). Participant agrees to indemnify, defend and hold Nimble harmless from and against any claims or demands, and any liabilities, losses, damages, and costs and expenses (including reasonable attorneys’ fees) arising out of or in connection with a breach of any of these representations, including any payments required to be paid to any Union.
12. Miscellaneous. All notices, requests, consents and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth in the Participant’s application and shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or e-mail (with confirmation of receipt) or certified or registered mail (in each case, return receipt requested, postage pre-paid). If any term of this Terms and Conditions is invalid, illegal or unenforceable in any jurisdiction, such invalidity or otherwise shall not affect any other term of these Terms and Conditions. These Terms and Conditions shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule. Any action pertaining to these Terms and Conditions shall be commenced and prosecuted in any court of competent jurisdiction located in Orange County and each party hereby submits to the jurisdiction of said courts and waives the right to change venue.