Terms & Conditions
Proprietary Information. Photographer understands and acknowledges that the success of the Company’s business in large part depends upon the development, use and protection of certain Proprietary Information which has been developed by the Company over a number of years at great expense and which the Company will continue to refine and develop during Photographer's term of Independent Contractor status with the Company. For purposes of this Agreement, "Proprietary Information" means any knowledge, information, documents, or property relating to, or used or possessed or owned by the Company, whether in electronic or tangible form and includes, without limitation, the following types of especially sensitive information: (1) Company's technology, intellectual property and works of authorship, whether or not subject to trademark, service mark, patent or copyright protection, (2) the identity and contact information of Company’s clients, vendors, suppliers and other third parties or entities with whom the Company conducts or plans to conduct business (“Clients”), and the identity and contact information for the key Photographers for each Client, (3) the contractual or other agreements or arrangements in place with each Client, including information related to pricing, prospective contracts, agreements, or arrangements with Clients (4) the business practices of the Company, including but not limited to management and sales techniques, business concepts, plans, and procedures, (5) Company's methodologies, systems, and techniques, including, but not limited to, those used by it in connection with establishing pricing or other contracts, agreements or arrangements with Clients, (6) Company's development plans, data marketing identity and marketing plans and strategies, (7) Company's finances, except to the extent publicly disclosed, (8) records and information about Company's Photographers and contractors, (9) business records, documents, lists, drawings, writings, software programs, and other tangible or electronic things that were or are created or received by or for Company in furtherance of its business, and (10) all electronic or tangible copies thereof relating to the Company’s business and all property associated therewith in any way obtained by Photographer while contracted by the Company, and all copies of any of the foregoing, including notes, extracts, memoranda prepared to, suffered, or directed to be prepared by any Photographer based on any Proprietary Information. Photographer agrees to hold in strictest confidence and will at no time after Photographer's separation for any reason, use, communicate or disclose to others, directly or indirectly, any of the Company’s Proprietary Information. Photographer shall not copy or cause to be made any copies, facsimiles, recordings, reproductions, samples, abstracts or summaries of Proprietary Information or remove the same from the Company’s premises. Immediately upon separation, Photographer shall immediately and without further requests deliver to the Company all originals and copies, summaries, facsimiles, abstracts, recordings, and reproductions.
This Agreement. The Photographer agrees to keep the circumstances regarding the negotiations, conditions and terms of this Agreement strictly confidential. The Photographer agrees that he/she will not disclose any of these terms to any person, including but not limited to any former, current, or prospective Photographer of the Company, with the sole exceptions being that the Photographer may disclose the terms of this Agreement to the Photographer’s financial advisor, attorney(s), family, or by order of a court of law. It is further agreed that if the Photographer discloses the terms of this Agreement to any family member, the Photographer will be responsible for any breach of this Agreement by that family member. It is expressly agreed that this confidentiality provision is an essential and material provision of this Agreement.
Breach of Confidentiality. If the confidentiality provision is breached by the Photographer, the covenants and obligations of the Company herein shall immediately terminate, and the Photographer agrees to forfeit and return to the Company, upon demand by the Company, and in addition to pay the Company’s costs and attorney fees incurred in any legal action or proceeding taken by the Company to enforce this confidentiality provision and/or to remedy any breach of this confidentiality provision. The Parties acknowledge that should the confidentiality provision be breached, it would be very difficult to estimate accurately the damage. Thus, the Parties believe it is fair and reasonable to set the liquidated damage amount herein as compensation for any breach.
Independent Contractor Agreement
This Independent Contractor Agreement (“Agreement”) is entered into by and between OBEO, Inc. ("OBEO," "we, "us," or "our") and you ("Independent Contractor," "you," or "your") as of the date you register with OBEO and/or upon your acceptance of a fixed price Order under the terms below.
1. Scope of the Agreement The parties will agree to the scope and timing of delivery for each Order, including the Content (defined below), and the fees to be paid by OBEO to Independent Contractor ("Fees") either in a written addendum to the Agreement, as posted on OBEO's web site, by email, or any other method as may be used by the parties from time-to-time, each of which will be deemed a part of and governed by the Agreement. Descriptions of Orders may include compensation, ownership rights, deadline, delivery timeline commitments, and required Content ("Order Description"). "Content" means all work created, developed or supplied by Independent Contractor in connection with your services and each Order, whether as finished products or work in process, including writings of any kind, audio-visual works, user interfaces, "look and feel," artwork, illustrations, images, photographs, printed or graphic matter, trademarks (including service marks, trade dress, trade names, logos, and domain names), works of authorship, preparatory materials, memoranda, drafts, sketches, outlines, developments, materials, data, inventions (whether patentable or not), trade secrets, improvements, processes, discoveries, charts, diagrams, compositions, program materials, notes, lists, compilations, manuscripts, pictorial materials, schematics, drawings, specifications, blueprints, flowcharts, schematics, protocols, designs, design rights, plans, proposals, technical data, as well as all Intellectual Property Rights, whether foreign or domestic, in each of the foregoing. "Intellectual Property" or "Intellectual Property Rights" means all: trade secrets, patents and patent applications, trademarks and trademark applications, service marks and service mark applications, trade names, Internet domain names, copyrights and copyright applications, moral rights, rights of privacy, publicity, and similar rights, design rights, rights in know-how, rights in inventions (whether patentable or not), renewals or extensions of, and goodwill associated with the foregoing, and all other equivalent rights anywhere in the world. We will notify you in advance of any material changes to the Order by either OBEO or Client. For all Orders in which OBEO has engaged Independent Contractor, all Content will be credited to OBEO. Independent Contractor grants OBEO the right to provide Independent Contractor's name and contact information to any Client in connection with each Order or potential Order.
2. Staffing Independent Contractor will supervise and control its Personnel (i.e., those who work for you either as employees or subcontractors) and represents and warrants that when employing or subcontracting with third parties, it does so as a legally recognized entity or person and in compliance with all applicable laws and regulations pertaining to hire and/or contract employees and/or independent contractors (a "Bureau"). Independent Contractor and Bureau agree and acknowledge that Bureau's employees and independent contractors are not employees of OBEO or Client. As between OBEO and Independent Contractor, Independent Contractor agrees that OBEO has no responsibility for any wages, costs, unemployment insurance, workers' compensation insurance, general liability insurance coverage, and expenses of Bureau's employees and independent contractors and that OBEO has no obligation to, and will not, supervise or control them. Independent Contractor represents, warrants, and covenants that Bureau acknowledges and agrees that: (a) Bureau is solely responsible for all wages, costs, unemployment insurance, workers' compensation insurance, contributions, and expenses of Bureau's employees and independent contractors and has the sole and exclusive right to supervise and control them, and (b) neither Independent Contractor, nor Bureau, nor any of its employees, independent contractors or agents, will have any claim under this Agreement for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, contributions, or any other employee benefits of any kind from OBEO or Client.
3. Work for Hire For all Orders on which OBEO has delegated you (i) Independent Contractor acknowledges that all works of authorship developed in the course of work performed pursuant to this Agreement and which are protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act (17 U.S.C. Section 101 et seq.). To the extent that such works do not constitute works made for hire under operation of law, Independent Contractor hereby assigns all rights, title and interest in and to such works to OBEO. For each Order, OBEO shall acquire sole and exclusive ownership rights to all Content. OBEO is the sole and exclusive owner of and Independent Contractor hereby irrevocably assigns to OBEO all Content, regardless of whether such Content is specified in any Order description, and all rights, title, interest, and ownership throughout the world in any Content, including all Intellectual Property Rights in and to any Content. Independent Contractor hereby irrevocably and unconditionally waives all enforcement of each of the foregoing rights. All Content is and will belong exclusively to OBEO with OBEO having the right to obtain and to hold in its name, any and all Intellectual Property Rights. With the prior written approval of OBEO not to be unreasonably withheld, OBEO may grant Independent Contractor a non-exclusive license to retain and use for portfolio purposes only a reasonable number of images created under this Agreement as "samples" or "portfolio copies" of Independent Contractor's work, provided that Independent Contractor shall neither make nor allow any commercial use or exploitation of such images; (ii) Independent Contractor will require and cause its Personnel to assign to Independent Contractor all materials prepared, developed, and/or used by such Personnel in connection with, relating to, or regarding each Order, including all "moral rights" and Prior Inventions (defined below) therein. In jurisdictions such as Canada, where moral rights may not be assigned, Independent Contractor irrevocably and expressly waives in favor of OBEO and agrees never to assert any and all "moral rights" that it may have in any Content. Independent Contractor agrees to give OBEO and any person designated by OBEO reasonable assistance, at OBEO's expense, required to perfect the rights granted pursuant to the Agreement. If OBEO is unable because of Independent Contractor's unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure Independent Contractor's signature for the purpose of applying for or pursuing any Intellectual Property Rights assigned to OBEO herein, Independent Contractor hereby irrevocably designates and appoints the Secretary of OBEO or any of its duly authorized officers as Independent Contractor's agent and attorney-in-fact, to act for and on Independent Contractor's behalf to execute and file for such Intellectual Property Rights and to do all other lawfully permitted acts to further the prosecution of such Intellectual Property Rights with the same legal force and effect as if executed by Independent Contractor. Upon the earlier of the completion of each Order or the termination of the Agreement, Independent Contractor will immediately turn over to OBEO all materials related to each Order and/or all Content pursuant to the Agreement. This power of attorney shall be deemed coupled with an interest, and shall be irrevocable; (iii) Notwithstanding anything to the contrary in the Agreement, all rights and licenses granted by Independent Contractor pursuant to the Agreement will be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, 11 U.S.C. S 101 et seq., licenses of rights to "intellectual property" as defined under Section 101(35A) of the Bankruptcy Code, and software is, and will be deemed to be, "embodiment[s]" of "intellectual property" for purposes of same. OBEO will retain and may exercise all of its rights and elections under the Bankruptcy Code or equivalent legislation in any other jurisdiction. Without limiting the generality of the foregoing, Independent Contractor agrees that the rights and licenses granted to OBEO will not be affected by Independent Contractor's rejection of the Agreement in bankruptcy, and will continue to be subject to the Agreement. Upon Independent Contractor's filing of a bankruptcy petition (or an involuntary filing), OBEO will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property concerning the Content furnished by Independent Contractor, and such Content, if not already in OBEO's possession, will be promptly delivered to OBEO; (iv) If in the course of performing your services, Independent Contractor incorporates into any Content or utilizes in the performance of the services any pre-existing invention, discovery, original works of authorship, development, improvement, trade secret, concept, or other proprietary information or Intellectual Property Right owned by Independent Contractor or in which Independent Contractor has an interest ("Prior Inventions"), Independent Contractor agrees that (a) Independent Contractor will provide OBEO with prior written notice thereof, and (b) OBEO is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including as part of or in connection with such Content, and to practice any method related thereto. OBEO shall own all right, title and interest in and to any modifications or derivative works of the Prior Inventions made by OBEO or made by Independent Contractor as part of the Services ("Obeo Modifications"), including all Intellectual Property Rights in and to the OBEO Modifications. Independent Contractor will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Content without OBEO's prior written approval.
4. Code of Professional Conduct OBEO is committed to fostering an environment that is respectful and free from harassment and discrimination, including on the part of Independent Contractors. OBEO does not tolerate harassment of or discrimination against any OBEO employee, client, or third-party service provider. Your conduct may also impact OBEO's reputation with our customers. Accordingly, you agree to follow, and will ensure that all of your Personnel (i.e., those who work for you either as employees or subcontractors) will follow a professional level of conduct, including: (i) completing each Order with integrity and in a professional manner, (ii) treating and speaking with OBEO's Clients and their respective employees in a respectful, courteous and professional tone and demeanor, (iii) communicating with OBEO's employees in a respectful, courteous and professional tone and demeanor, (iv) not performing any Order while under the influence of drugs or alcohol, (v) not requesting or accepting anything of value from OBEO's Clients, or third-party service providers, and/or (vi) not directly or indirectly soliciting any of OBEO's Clients for the purpose of securing additional work to the detriment of OBEO's business relationship with our Clients. If you are not able to comply with OBEO's Code of Professional Conduct, please notify OBEO immediately. You agree that your violation of this Code of Professional Conduct is a material breach of the Agreement, which thereby entitles OBEO to terminate the Agreement immediately.
5. Clearances You are solely responsible for the acquisition and payment of any and all third party clearances, permissions, fees, and licenses that are necessary in connection with each Order and/or OBEO's or Client's exercise of any Content, including with respect to the use of any copyrighted or trademarked materials and the use of any names, likenesses or biographical materials.
6. Payment a. Subject to Independent Contractor's strict compliance with the Agreement and OBEO's acceptance of the Content, OBEO will pay Independent Contractor the Fees as stated in the written addendum to the Agreement, as posted on OBEO's web site, by email, or any other method as may be used by the parties from time-to-time. Client is responsible for managing, inspecting, accepting and paying through the OBEO platform for satisfactory Content in accordance with the Order Description. Independent Contractor is responsible for the performance and quality of the Content in accordance with the Order Description and upon delivery of the final Content will verify the Order receipt in the OBEO Platform. In no case shall Independent Contractor solicit Client to deliver payment for Orders outside of the OBEO platform, including, but not limited to cash or credit card payment through other service providers.
For any Order that Client cancels or any Deliverable that Client chooses not to accept based on creative, technical, qualitative or other considerations, OBEO will make reasonable business efforts to collect from Client and pay to Independent Contractor (subject to OBEO's successful collection of fees from Client minus OBEO's then current commission structure) as follows: for Orders, including those involving solely photography or raw video footage, 50% of the Order fee if Client cancels the Order after the shoot or first upload by you through the OBEO platform, whichever comes first, or 75% of the Order fee if Client cancels the Order after requesting a round of edits through the OBEO platform.
For any Content that OBEO chooses not to accept based on creative, technical, qualitative or other considerations, OBEO may choose to pay a non-acceptance fee, in which case, no further payment is due Independent Contractor.
b. OBEO may withhold payments (i) for any item on Independent Contractor's invoice that OBEO reasonably disputes, and/or (ii) until all Independent Contractor, including its Personnel, executes and delivers all documents necessary to effectuate the purposes of the Agreement, including Section 3 hereof.
7. Exclusivity By registering and communicating with potential Clients identified through the OBEO web site, you agree to use OBEO to receive all payments from Clients whom you identify or who identify you through the OBEO web site so that OBEO can collect its commission. You agree to notify OBEO immediately if a Client attempts to pay you outside the OBEO web site.
8. Confidentiality "Confidential Information" means information disclosed by you to us or us to you or Clients to you, either directly or indirectly, in writing, orally, or by inspection of tangible objects that is designated as "Confidential," "Proprietary," or some similar designation or which under the circumstances should reasonably be understood to be confidential. Information communicated orally and/or other intangible information will be considered Confidential Information if such information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. Confidential Information may also include information disclosed to a disclosing party by third parties. Confidential Information will not, however, include any information which: (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving Party at the time of disclosure by the disclosing party as shown by the receiving party's files, records, and/or other competent evidence immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent evidence in the receiving Party's possession. The receiving party will not at any time (a) disclose, sell, license, transfer, or otherwise make available to any person or entity any Confidential Information of the disclosing party, except to employees, contractors, or agents, in each case who have a legitimate need to know such Confidential Information and are bound to confidentiality and non-use obligations no less restrictive than those contained in the Agreement, or (b) use, reproduce, or copy any Confidential Information of the disclosing party, except as necessary in connection with the purpose for which such Confidential Information is disclosed to the receiving party by the disclosing party, or in connection with or as set forth in the Agreement. All Confidential Information will remain the disclosing party's property and all documents, electronic media, and other tangible items containing or relating to any Confidential Information of the disclosing party will be delivered to the disclosing party promptly upon the disclosing party's written request. Notwithstanding the foregoing, neither party will be required to remove copies of the other party's Confidential Information from any backup servers. The receiving party may disclose Confidential Information of the disclosing party in connection with subpoenas, court orders, other legal processes, or as otherwise required by law, provided that the receiving party gives the disclosing party prompt written notice of such requirement (unless expressly prohibited in writing in such subpoena, court order, or other legal process) prior to such disclosure and takes reasonable steps to protect the information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. Notwithstanding anything to the contrary in the Agreement, without consent, either you or we may disclose (x) the Agreement (or the existence of the Agreement) to bona fide potential investors or prospective purchasers of a portion of its assets or beneficial ownership interests provided such disclosure is subject to confidentiality and non-use obligations no less restrictive than those contained in the Agreement, and/or (y) as required by law, including any governmental or regulatory filings.
9. Representations You represent, warrant, and covenant for yourself and each of your Personnel that: (i) you and your Personnel are a validly existing business entity or individual, duly licensed and qualified to carry on your business/operations and perform your obligations and that you have procured insurance associated with performing the services, including, but not limited to, unemployment insurance and worker’s compensation insurance and contributions (ii) you and your Personnel have all rights, insurance, licenses, permits, qualifications and consents necessary to perform your and/or their respective obligations and own all intellectual property rights (or have obtained all necessary permissions) to the content you upload to your Creative Portfolio Page or in connection with the Content, (iii) you and your Personnel will and have complied with all federal, state and local laws, (iv) you and your Personnel's performance under the Agreement does not and will not violate or cause a breach of the terms of any other agreement to which you or your Personnel are a party, (v) you and Personnel are not in default of any other agreement and there are no proceedings threatened or pending under order of any court, arbitrator, administrative agency or other authority, which would affect performance of the Agreement, (vi) you and your Personnel are not a party to any collective bargaining agreement that might be applicable to the Services provided hereunder, and that neither the Agreement nor the Services provided by you are subject to any collective bargaining, (vii) there is and have been no unfair labor practice complaint against you or your Personnel, (viii) the Content you upload to OBEO and/or each respective Client's use of such Content, does not and will not (a) violate, infringe or misappropriate the Intellectual Property Rights of any third party, rights of publicity, rights of personality, rights of privacy, rights to payment of royalties, or any other rights of third parties, (b) result in any tort, injury, damage or harm to any third party, or (c) contain material that is obscene, defamatory, libelous, or slanderous, (ix) the Content and the media on which the Content is performed and/or delivered will be free of viruses, Trojan horses, trap doors, backdoors, Easter eggs, logic bombs, worms, time bombs, cancelbots, and/or other computer programming routines that may potentially damage, interfere with, intercept, disable, deactivate, or expropriate any OBEO entity or Client property, (x) you and your Personnel will deliver Content in a professional and workmanlike manner in accordance with standards generally accepted in Independent Contractor's industry, (xi) Content furnished hereunder are and will be: (a) new and free from defects in design, materials and workmanship; (b) of merchantable quality and fit for the purposes for which they are intended; and (c) free and clear of all liens, claims and encumbrances; (xii) you and your Personnel have all rights, licenses, permits, qualifications and consents necessary to grant OBEO ownership and use of the Content, and delivery to OBEO of all rights and licenses in and to the Content does not violate any laws, (xiii) Services will conform with the Agreement, and (xiv) you and your Personnel will take all necessary precautions to prevent injury to any person or damage to any property while performing each Order.
10. Trademarks Independent Contractor is not authorized to use and agrees it will not use any OBEO trademark(s), logo(s), service mark(s), trade name(s), and/or legal notice(s) (collectively, "OBEO Trademarks"), provided however in the event use of any OBEO Trademark is necessary in connection with performing any service hereunder, subject to Independent Contractor's strict compliance with the Agreement, OBEO grants Independent Contractor a limited, revocable, non-exclusive, non-assignable, non-transferable, non-sublicensable, royalty-free license to use during the Term, only to the extent essential and necessary to provide the service, the OBEO Trademarks provided by OBEO to Independent Contractor for purposes of the Agreement. Upon OBEO's request, Independent Contractor agrees to promptly remove or replace any OBEO Trademark, but in no event later than three (3) days after receipt of any such request. Upon termination of the Agreement, all use of any OBEO Trademark shall immediately cease. Each use, display (including the size, place, and manner), and/or reproduction of the OBEO Trademarks by Independent Contractor must be pre-approved by OBEO in writing in advance and be in accordance with the Agreement. Independent Contractor's use of the OBEO Trademarks does not confer or imply any ownership, goodwill, or other rights in the OBEO Trademarks. Independent Contractor recognizes the unique value, goodwill, and secondary meaning associated with the OBEO Trademarks. Independent Contractor acknowledges that all rights, title, and interests in the OBEO Trademarks and the goodwill pertaining thereto automatically vests in OBEO, and at all times will remain owned by and in the name of OBEO. Independent Contractor shall not contest the validity of OBEO's and/or its Affiliates' ownership of any OBEO Trademark. Independent Contractor shall not, in any jurisdiction, adopt, use, register, or apply for registration of, whether as a corporate name, trademark, domain name, service mark, or other indication of origin, any OBEO Trademark or any word, symbol, device, or combination thereof confusingly similar to any OBEO Trademark.
11. Equitable Remedies In the event of any breach of the Agreement by OBEO, the parties agree that Independent Contractor's sole remedy shall be limited to an action at law for actual monetary damages. In no event shall Independent Contractor be entitled to terminate the Agreement, rescind the rights granted to OBEO under the Agreement, or otherwise exercise any equitable remedies, including, seeking rescission of the Agreement and/or seek an injunction against the development, production, distribution, or exploitation of any Order and/or any derivative work. The parties agree that the rights granted by the Agreement in favor of OBEO are however unique, special, unusual and extraordinary, giving them a peculiar value which cannot be remedied by money damages. Therefore, the parties agree that in the event of a breach by Independent Contractor of the Agreement, OBEO will be entitled to equitable relief and remedies, including specific performance and/or injunctive relief without the necessity of proving actual damages or posting a bond of more than $1,000
12. Indemnification You will indemnify, defend and hold harmless OBEO from all claims, whether actual or alleged, that arise out of or in connection with your Creative Portfolio Page, the Services, each Order, and/or each Content, including: (i) personal injury, death, property damage, or theft, (ii) negligent, gross negligence or intentional conduct, and/or (iii) your breach of the Agreement (collectively, "Claims"). You are solely responsible for defending any Claim against OBEO, subject to such OBEO's to participate with counsel of its own choosing at its own expense, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, resulting from all Claims against OBEO; provided however, that you will not agree to any settlement that imposes any obligation or liability on OBEO without OBEO's prior express written consent.
13. LIMITATION OF LIABILITY EXCEPT FOR A PARTY's BREACH OF ITS CONFIDENTIALITY OBLIGATIONS ABOVE, AND THE INDEMNIFICATION OBLIGATIONS ABOVE, IN NO EVENT WILL INDEPENDENT CONTRACTOR AND/OR ANY OBEO ENTITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT.
14. Term and Termination The term of the Agreement commences when you register with OBEO, and continues until terminated as set forth herein. Either Party may terminate the Agreement by written notice to the other Party if the other Party breaches any material provision of the Agreement and such breach is not cured within 30 days after written notice thereof is received by the other Party. We may add, modify or remove features or functionalities, and we may suspend or stop a Service. We may also stop providing Service to you, or add or create new limits to our Services at any time. In addition, OBEO reserves the right to terminate the Agreement or any portion thereof, with or without cause, upon 15 days prior written notice to Independent Contractor. You may terminate this Agreement, without or without cause, upon 15 days prior written notice to OBEO, provided that you have no outstanding obligations for Services to OBEO or Client. Upon termination of the Agreement, OBEO, as its sole liability, will pay you for Content completed and accepted by OBEO. Sections 3, 4, 5, 6, 8 through 12, and 14 will survive termination of the Agreement.
15. Press Release You will not issue any press release regarding the Agreement unless approved in advance by us in writing.
16. Choice of Law. The terms of the Agreement and any dispute relating thereto will be governed by the laws of the State of Utah, without regard to conflict/choice of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement. OBEO and you agree to submit to the exclusive jurisdiction of the state and federal courts located in the County of Salt Lake City, Utah. You hereby waive any and all jurisdictional and venue defenses otherwise available.
17. Miscellaneous. The Agreement constitutes the entire agreement and understanding between the Parties regarding the subject matter contained herein and supersedes all agreements, understandings, negotiations, representations, claims, and communications in all forms of media, written and oral, regarding the subject matter contained herein. Only a written instrument signed by whichever of OBEO or you is entitled to waive such compliance may waive any term and/or condition of the Agreement. No waiver by either OBEO or you of any provision hereof will be deemed a waiver of any other breach of such provision or a waiver of the provision. If any provision of the Agreement is held or made invalid or unenforceable for any reason, such invalidity will not affect the remainder of the Agreement, and the invalid or unenforceable provision will be replaced by a valid provision that has a similar effect. We may give notices to you by email, first class mail or facsimile as provided by you when you registered with OBEO. You must ensure that your contact and account information is current and correct, and promptly notify us in writing of any changes to such information. You will send all notices to us via recognized overnight courier or certified mail, return receipt requested, to: 563 W 500 S, Suite 130, Bountiful, Utah 84010. Neither OBEO nor you will have any liability under the Agreement by reason of any failure or delay in the performance of OBEO's or your obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet and/or electrical outages, computer viruses, acts of God, war, governmental action, or any cause that is beyond, as applicable, OBEO's or your reasonable control. OBEO and you as applicable are independent contractors and nothing in the Agreement will be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between OBEO and you. Except as otherwise set forth in the Agreement with respect to Clients, the Agreement is not intended to benefit, nor will it be deemed to give rise to any rights in, any third party. You may not assign, sublicense or transfer the Agreement or any right or duty under the Agreement to another party, in whole or in part, without OBEO's prior written consent. Any assignment, transfer, or attempted assignment or transfer in violation of this Section will be void and of no force or effect. Any rights not expressly granted in the Agreement are reserved by OBEO or you, as applicable, and all implied licenses are disclaimed. Headings of Sections are for convenience only, and are not intended to affect the interpretation or construction of any other provision of the Agreement. As used in the Agreement, the word "including" is a term of enlargement meaning "including without limitation" and does not denote exclusivity, and the words "will," "shall," and "must" are deemed to be equivalent and denote a mandatory obligation or prohibition, as applicable. All definitions apply both to their singular and plural forms, as the context may require. Executed counterparts of the Agreement will each be deemed originals, whether exchanged via mail, facsimile, or electronically.