Content terms of use.
Freedom Club LLC
These terms of use ("Terms Of Use", "Content Terms Of Use", "Creator Terms", "Terms") set forth the general terms and conditions governing the relationship between Freedom Club LLC ("Freedom Club", "Club", "Us", "We"), the content creator (the "Creator", "You") before, during and after the collaboration ("Project"), and also the client or brand ("Client") that Freedom Club is working with the Creator to create content for.
Section 1 - Summary
1. Project. Freedom Club is hiring the Creator to do the following: take photos and record video clips ("Deliverables") of a product from one of Freedom Club's Clients, in the number, format and specification set out in the Project walkthrough, brief or script provided by Freedom Club ("Walkthrough"). The number, format and specification of the Deliverables are set per Project in the Walkthrough. The Project refers to the period of time starting when Freedom Club engages the Creator to undergo this work, and concludes once the Deliverables have been accepted by Freedom Club and, where Freedom Club requires it, the product has been returned to Freedom Club.
2. Commencement. These Terms take effect once Freedom Club delivers the product (the physical goods required to be used in the Deliverables) to the Creator, or once the Creator accepts these Terms (including by accepting a Project, clicking accept, ticking an acceptance box or submitting Deliverables), whichever is earlier.
3. Schedule. The Creator will begin work once the product has been received from Freedom Club, and is required to submit the final Deliverables within the time set out in the Walkthrough for that Project.
4. Payment. Freedom Club will pay the Creator the fee for the Project. The fee varies with the scope of the work and is disclosed to the Creator before the Project starts, in the Walkthrough or offer. Freedom Club pays that fee for the creation and submission of Deliverables that Freedom Club approves.
5. Unusable Content. Freedom Club decides, in its sole discretion, whether Deliverables meet the Walkthrough and are usable. If Freedom Club decides that any Deliverables are unusable or do not follow the Walkthrough, Freedom Club may (a) ask the Creator to re-shoot or fix them at no extra cost, (b) pay only for the Deliverables it approves, or (c) decline to pay for the Project. Freedom Club keeps all rights in Section 2 to any work product submitted, whether or not it is paid for.
Section 2 - Ownership Licenses
1. Freedom Club Owns All Work Product. As part of this job, the Creator is creating "work product" for Freedom Club and its Client. To avoid confusion, work product is the finished photo and video files ("Deliverables"), as well as all the other photographs, video clips, audio, outtakes, raw files, notes, materials, and anything else that the Creator works on (that is, creates, records, captures, or works on) as part of this Project, whether before or after the Project is completed. This means the Creator is assigning to Freedom Club, with full title guarantee, all of its rights, titles and interests in and to the work product (including all intellectual property rights, throughout the world and for the full term of those rights), and Freedom Club will be the sole owner of it. Freedom Club can use the work product however it wants, or it can decide not to use the work product at all. Freedom Club, for example, can modify, edit, cut, combine, translate, caption, destroy, license or sell it, as it sees fit.
2. Licence Back-Up. If, for any reason, any right in the work product cannot be assigned under Section 2.1, the Creator grants Freedom Club an exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable licence (with the right to sublicense through multiple tiers, including to Clients and their agencies) to use, reproduce, modify, adapt, publish, distribute, display, perform and otherwise exploit that work product in any media now known or later developed, for any purpose, including organic and paid advertising, marketing and commercial use.
3. Name, Likeness And Voice. The Creator grants Freedom Club and its Clients a perpetual, irrevocable, worldwide, royalty-free right to use the Creator's name, image, likeness, voice, appearance and any statements made in the work product, as they appear in the work product or in edits, ads and marketing made from it, in any media and for any purpose, including paid advertising.
4. Moral Rights And No Approval Rights. To the extent permitted by law, the Creator irrevocably waives any moral rights the Creator has in the work product, including any right to be named as author and any right to object to edits, cuts or alterations. The Creator also gives Freedom Club, its Clients and their licensees a written consent (which the Creator confirms by agreeing to these Terms) to do any act or omission in relation to the work product that would otherwise infringe the Creator's moral rights, including editing, adapting, cutting, combining, translating, captioning or not attributing the work product. The Creator has no right to approve, review, be consulted on or be credited in any use, edit, ad or placement of the work product.
5. Freedom Club's Use Of Work Product. Once the Creator gives the work product to Freedom Club, the Creator does not have any rights to it, except those that Freedom Club explicitly gives the Creator here. Freedom Club does not give the Creator permission to use the work product as part of the Creator's portfolio, websites, social media, or any other digital medium, unless otherwise stated by Freedom Club in writing. The Creator is not allowed to sell or otherwise use the work product to make money or for any other commercial use. The rights granted in this Section 2 are perpetual and irrevocable, and the Creator is not allowed to take back this licence or these rights, even after the content has been submitted, after the Project ends, or if these Terms end.
6. Freedom Club's IP That Is Not Work Product. During the course of this Project, the Creator might use intellectual property that Freedom Club owns or has licensed from a third party, but that does not qualify as "work product." This is called "background IP." Possible examples of background IP are web application tools, Walkthroughs, content examples, and video scripts. Freedom Club is not giving the Creator this background IP. But, as part of the Project, Freedom Club is giving the Creator a right to use and view the background IP to develop content (both photos and videos) for the Project.
7. Freedom Club Gives Ownership Of Content To Clients. Once Freedom Club has received the work product from the Creator, Freedom Club may edit the content to be used by its Client (on whose behalf the Creator is creating work product) and send the final files to the Client. The Client then has unrestricted usage rights and ownership of the work product to use in paid advertising, marketing and on any medium, worldwide and in perpetuity. The Client can also request the raw files, the work product, and Freedom Club may send them with an unrestricted licence to use the work product anywhere, with no restrictions, in perpetuity. Freedom Club may also use any work product for its own marketing, education and training materials.
Section 3 - Non-Solicitation
For 12 months after the last Project between Freedom Club and the Creator ends, the Creator won't: (a) encourage Freedom Club employees or service providers to stop working for Freedom Club; (b) encourage Freedom Club customers or clients to stop doing business with Freedom Club; or (c) intentionally contact the Client of Freedom Club that the Creator is shooting content for with the intent to work with Freedom Club's Client directly. The Creator promises that it won't do anything in this paragraph on behalf of itself or a third party.
Section 3A - Non-Disparagement
During and after the Project, the Creator will not make, publish or share any statement, review, post or content (including on social media) that is negative, disparaging or damaging about Freedom Club, its team, its Clients or their products, or about the Project or the use of the work product.
Section 4 - Representations
1. Overview. This section contains important promises between the parties.
2. Understanding. The Creator, by agreeing to complete the Project, ratifies their understanding of the Terms.
3. Creator Has Right To Give Freedom Club Work Product. The Creator promises that it owns the work product, that the Creator is able to give the work product to Freedom Club, and that no other party will claim that it owns the work product. The Creator promises to create original work product to fulfil the Deliverables of this Project, and will not deliver work product to Freedom Club that has previously been used. The Creator also promises that it is at least 18 years old, and that anyone else who appears in the work product has agreed in writing to the same rights the Creator gives in Section 2.
4. Creator Will Comply With Laws. The Creator promises that the manner it completes this Project, its work product, and any background IP it uses comply with all applicable laws and regulations wherever the Creator is located.
5. Creator Work Product Does Not Infringe. The Creator promises that its work product does not and will not infringe on someone else's intellectual property, privacy or publicity rights.
6. Freedom Club May Review Work. Freedom Club may review the Creator's work product and will aim to be reasonably available if the Creator has questions regarding this Project. Freedom Club's review and acceptance decisions are at its sole discretion.
Section 5 - Term And Termination
These Terms are ongoing, and take effect once the Project commences (in accordance with Section 1). Freedom Club may cancel a Project at any time by notice to the Creator. Sections 2, 3, 3A, 4, 7, 8, 9 and 10 survive the end of the Project and of these Terms.
Section 6 - Independent Contractor
Freedom Club is hiring the Creator as an independent contractor. The following statements accurately reflect their relationship:
The Creator will use their own equipment, tools, and material to do the work.
The Creator will follow the Walkthroughs and script(s) provided by Freedom Club and will create and submit the Deliverables in accordance with the Project requirements.
Freedom Club will not provide the Creator with any in-person training, and will provide online resources and Walkthroughs where Freedom Club deems fit.
Freedom Club and the Creator do not have a partnership or employer-employee relationship.
The Creator cannot enter into contracts, make promises, or act on behalf of Freedom Club.
The Creator is not entitled to Freedom Club's benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).
The Creator is responsible for its own taxes.
Freedom Club will not pay or make any tax, social security, superannuation, pension, insurance, unemployment or workers compensation contributions for the Creator or any of the Creator's employees or subcontractors.
Section 7 - Confidential
1. Overview. These Terms impose special restrictions on how the Creator must handle confidential information. These obligations are explained in this section.
2. Freedom Club's Confidential Information. While working for Freedom Club, the Creator may come across, or be given, Freedom Club or Client information that is confidential. This is information like customer lists, business strategies, research & development notes, Walkthroughs, scripts, briefs, products before launch, pricing and fees, unreleased content, sensitive Freedom Club Client information (including the identity of Clients) and other information that is private. The Creator promises to treat this information as if it is the Creator's own confidential information. The Creator may use this information to do its job for this Project, but not for anything else. The Creator promises that it will not share confidential information with a third party, unless Freedom Club gives written permission first. The Creator must continue to follow these obligations, even after the Project ends. The Creator's responsibilities only stop if the Creator can show any of the following: (i) that the information was already public when the Creator came across it; (ii) the information became public after the Creator came across it, but not because of anything the Creator did or didn't do; (iii) the Creator already knew the information when the Creator came across it and the Creator didn't have any obligation to keep it secret; (iv) a third party provided the Creator with the information without requiring that the Creator keep it a secret; or (v) the Creator created the information on its own, without using anything belonging to Freedom Club.
3. Third-Party Confidential Information. It's possible Freedom Club and the Creator each have access to confidential information that belongs to third parties. Freedom Club and the Creator each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If either party is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.
Section 8 - Limitation Of Liability
Neither party is liable for breach-of-terms damages that the breaching party could not reasonably have foreseen when it agreed to these Terms. In any case, Freedom Club's total liability to the Creator arising out of or in connection with these Terms or any Project is limited to the fee payable to the Creator for the relevant Project.
Section 9 - Indemnity
1. Overview. This section transfers certain risks to the Creator if a third party sues or goes after Freedom Club. For example, if Freedom Club gets sued for something that the Creator did, then the Creator promises to come to Freedom Club's defence and to reimburse Freedom Club for any losses.
2. Creator Indemnifies Freedom Club. The Creator agrees to indemnify and defend Freedom Club and its Clients (and their affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable legal fees) related to a third-party claim or proceeding arising out of: (i) the work that has been done by the Creator in this Project; (ii) a breach by the Creator of its obligations under these Terms; or (iii) a breach by the Creator of the promises it is making in Section 4 (Representations).
Section 10 - General
1. Assignment. These Terms apply only to Freedom Club and the Creator. The Creator cannot assign its rights or delegate its obligations under these Terms to a third party (other than by will or intestacy) without first receiving Freedom Club's written permission. In contrast, Freedom Club may assign its rights and delegate its obligations under these Terms without the Creator's permission. This is necessary in case, for example, another company buys Freedom Club or Freedom Club decides to sell or license the work product that results from this Project.
2. Disputes. Any dispute arising from these Terms will be resolved exclusively in the courts of the State of Wyoming, USA, unless Freedom Club elects, at its option, to refer the dispute to binding arbitration.
3. Modification; Waiver. To change anything in these Terms, other than under Section 13, Freedom Club and the Creator must agree to that change in writing. Neither party can waive its rights under these Terms or release the other party from its obligations under these Terms, unless the waiving party acknowledges it is doing so in writing.
4. Entire Agreement. These Terms, together with the Walkthrough for each Project, are the entire agreement between Freedom Club and the Creator about the Project. If these Terms and a Walkthrough conflict, these Terms apply, except for the Project fee, Deliverables and schedule stated in the Walkthrough.
Section 11 - Severability
This section deals with what happens if a portion of these Terms is found to be unenforceable. If that's the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of these Terms is changed or disregarded because it is unenforceable, the rest of these Terms are still enforceable.
Section 12 - Governing Law
The laws of the State of Wyoming, USA, govern the rights and obligations of Freedom Club and the Creator in these Terms, without regard to conflict of law principles.
Section 13 - Changes And Amendments
Freedom Club may modify these Terms from time to time. When Freedom Club does this, Freedom Club will revise the updated date at the bottom of this page and will give notice of the change by posting the updated Terms on the Website (freedomclub.com) and, where reasonably practicable, by email to the Creator. A change applies only to Projects the Creator accepts after the change takes effect, which is the later of the updated date on this page and the date notice is given. The version of these Terms in force on the date the Creator accepts a Project continues to govern that Project. Accepting a Project after a change takes effect constitutes the Creator's agreement to the updated Terms for that Project and later Projects.
Section 14 - Acceptance Of These Terms
The Creator acknowledges that they have read these Terms and agree to all its terms and conditions. By accepting a Project, clicking accept, ticking an acceptance box, agreeing to work with Freedom Club, undertaking the Project or submitting any Deliverables, the Creator agrees to be bound by these Terms as in force on that date. If the Creator does not agree to abide by these Terms, the Creator is not eligible to take part in the Project, and will not be considered for future Projects by Freedom Club.
Section 15 - Contacting Us
If you would like to contact us to understand more about these Terms or wish to contact us concerning any matter relating to it, you may send an email to creators@freedomclub.com