BLOGGER/WRITER
MASTER TERMS AND CONDITIONS
(Rev. (11.7.2023)
These online Master Terms and Conditions (“Master Terms”) govern the blogger/writer (“Schedules”) entered between You (herein referred to as “You” or “Consultant”) in your capacity as either an individual or an entity and Interactive One, LLC or RO One Solution, LLC (“Company”). These Master Terms and executed Schedules detail the scope and nature of the writing services to be performed by You and the deliverables provided by You. The Master Terms and Conditions and executed Schedules constitute a binding agreement between You and the Company (“Agreement”).
These Master Terms are effective as of the rev date set forth above. The Company reserves the right to change the Master Terms from time to time without notice. Revised Master Terms are effective on posting and all Schedules executed following the posting date of the revised Master Terms are governed by the revised Master Terms.
For good and valuable consideration, the parties agree as follows:
1. General Purpose. The general purpose of this Agreement is to engage the services of blogger/writer to write articles, posts or other text as outlined in the applicable schedule, (the “Services”). The terms of the engagement are more fully set forth in the services Statement of Work (“SOW”). Each SOW shall be incorporated herein and shall be made part of the Agreement. Consultant shall adhere to the obligations and timetable set forth in each SOW and in conformance with professional standards for performing services of a similar kind. Company will assign a representative ("Company's Representative"), as named in each SOW. Only directives from Company's Representative shall be recognized by Consultant. From time to time the Company may elect to engage the Consultant for additional Services. Additional services will be set forth in a SOW executed by both parties.
2. Independent Contractor. In the performance of the Services, Consultant shall be an independent contractor and not an employee of Company. Consultant is not an agent of, or authorized to transact business, enter into agreements, or otherwise make commitments on behalf of Company unless expressly authorized in writing by an officer of Company. Contractors engaged through Consultant will be employees of Consultant and not employees or agents of Company. Company will not pay or withhold federal, state, or local income tax or other payroll tax of any kind on behalf of Consultant or their employees. Consultant is not eligible for, not entitled to, and shall not participate in any of Company's pension, health, or other benefit plans. Consultant is responsible for the payment of all required payroll taxes, whether federal, state, or local in nature, including but not limited to income taxes, Social Security taxes, Federal Unemployment Compensation taxes, and any other fees, charges, licenses, or payments required by law. Consultant indemnifies Company and holds Company harmless from and against any fines, damages, assessments, or attorney fees resulting from a court or administrative agency determination that Consultant, or contractor(s) engaged through Consultant, is an employee of Company.
3. Confidentiality. Consultant shall not disclose any data or information made available to Consultant by Company, unless otherwise publicly available. This Agreement and all data, information, and other work developed by Consultant under this Agreement, shall be treated as confidential by Consultant, and shall not be made available by Consultant to any other entity.
4. Ownership.
(a) Company shall own all posts, articles bylines and text developed or obtained by Consultant pursuant to this Agreement.
(b) Company shall at all times have access to review the ongoing work of Consultant for the purpose of inspecting and determining that the Services are being performed in accordance with the terms of this Agreement.
(c) Immediately upon termination of this Agreement for any reason, all bylines, articles, posts, data, information, and other work related to the performance of the Services, in whatever form, shall be turned over to Company.
(d) For purposes of this Agreement any copyrightable work ("Work") developed in the course of performance under this Agreement shall, upon creation, be deemed "work made for hire" under federal copyright law and all ownership rights to such Work belong to Company. Should any Work not constitute a "work made for hire" under copyright law, Consultant hereby grants, transfers, assigns, and conveys to Company and its successors and assigns, the entire right, title, and interest in the Work, or any part thereof, including but not limited to the right to reproduce, prepare derivative works, distribute by sale, license or other transfer; to perform publicly, to display and to secure copyrights or patents and renewals, reissues, and extensions of any such copyrights or patents in the United States of America or any foreign country, to Company.
(e) Consultant agrees to cooperate fully with Company in the preparation and execution of all documents necessary or incidental to this assignment and the protection and preservation of rights herein granted to Company.
5. Access and Use of Company’s Systems and Equipment. In connection with the Services provided hereunder, Consultant and Consultant personnel may be provided access to Company’s computer or electronic systems (“System Access”). System Access applies to all types of computer or electronic systems (or any substitute therefor) including but not limited to, any computer or electronic systems, e-mail, intranet, internet, extranet and telephone voicemail to which Consultant and Consultant Personnel may be given access by Company. Consultant shall be responsible for all Consultant and Consultant Personnel use of any logon IDs, passwords or other authentication methods provided to Consultant and Consultant Personnel for System Access purposes (“IDs”). Any IDs provided to Consultant Personnel are personal to such individual and may not be shared with any other individual. All Consultant and Consultant Personnel System Access shall be only through Company’s security gateways and/or Company’s firewalls. Consultant shall restrict System Access to Company’s network and computer systems to the least degree of access required for performance of the Services. Consultant and Consultant Personnel shall use System Access exclusively for performing Services and all use shall be in accordance with the Company Policies. For avoidance of doubt, this provision does not prevent Consultant from accessing third party hosting or other outside systems (e.g., Github) set up by Company on which Company hosts or stores data, code or content.
6. Compensation. The payment terms and schedule for the Services are set forth in subsequent Schedule.
7. Termination. Company may terminate this Agreement at any time without cause with written notice to Consultant. Consultant may retain earned amounts, if any, paid by Company under this Agreement prior to termination, but explicitly waives any right to additional or other amounts of any kind, including based on quantum meruit or other similar theory. Earned amounts are considered to be amounts paid to Consultant for Services performed and accepted by Company.
8. Indemnification. Consultant shall release, defend, indemnify, and hold harmless Company and its affiliated companies, and their officers, representatives, and employees from all suits, actions, or claims of any character, name, or description including reasonable attorney fees, brought on account of any injuries or damage, or loss (real or alleged) (collectively, “Claims”) received or sustained by any person, persons, or property, arising out of services provided under this Agreement or Consultant's failure to perform or comply with any requirements of this Agreement including, but not limited to any claims for personal injury, property damage, or infringement of copyright, patent, or other proprietary right. Company reserves the right to retain whatever funds which would be due Consultant under this Agreement until such Claims have been settled and satisfactory evidence to that effect furnished.
9. Waiver. A delay or failure by either party to exercise any right under this Agreement will not constitute a waiver of that or any similar or future right.
10. Assignment. This Agreement and the duties and obligations hereunder may not be assigned or delegated by the Consultant without the express written consent of the Company.
11. Governing Law. Consultant warrants and represents that it will comply with all federal, state, and local laws applicable to performance of the work under this Agreement. This Agreement shall be deemed to have been made in the State of New York. New York State law (exclusive of any choice of law principles) shall govern this Agreement. Consultant consents to the jurisdiction of the state or federal courts serving Manhattan, New York for the resolution of any disputes arising under this Agreement.
12. Non-infringement. Consultant represents and warrants that the Services performed hereunder are original to Consultant and do not and will not infringe, individually or collectively, any patent, copyright, trade secret, or other proprietary right of any third party; and Consultant has no reason to believe that any patent, copyright, trade secret, or other proprietary right of any third party may be infringed. Consultant represents and warrants that no generative artificial intelligence was utilized in the performance of the Services and creation of any deliverables, including any posts or articles.
13. Advertisement. Consultant may not use Company’s name, brands or marks, or any variation thereof, for advertising or publicity purposes without first obtaining the written consent of Company.
14. Notices. Each notice, request, or demand given or required to be given pursuant to this Agreement shall be in writing and shall be deemed sufficiently given if deposited in the United States mail, First Class, postage pre-paid, and addressed to the address of the intended recipient set forth above or to such other address as may be specified in writing by the parties.
15. Severability. If any provision of this Agreement is declared invalid by any tribunal, then such provision shall be deemed automatically modified to conform to the requirements for validity as declared at such time, and as so modified, shall be deemed a provision of this Agreement as though originally included herein. In the event that the provision invalidated is of such a nature that it cannot be modified, the provision shall be deemed deleted from this Agreement as though the provision had never been included herein. In either case, the remaining provisions of this Agreement shall remain in effect.
16. Authority. The parties warrant that they have the authority to enter into this Agreement and that entering into this Agreement is not restricted or prohibited by any existing agreement to which they are parties. Additionally, Consultant has not and shall not become a party to any other agreement of any kind and shall not perform any work or service on behalf of any individual, business corporation, or organization that would create a conflict of interest in the performance of Consultant’s obligations under this Agreement.
17. Survival. In the event of termination of this Agreement, this Section 17 and Sections 3, 4, 6, 8, 11, 12 and 16 of this Agreement shall survive and continue in full force and effect.
18. Entire Agreement. This Agreement represents the entire understanding of the parties and may not be modified except by written agreement of the parties and supersedes all prior written and/or oral agreements.