Brand Ambassador Terms and Conditions

These terms and conditions, together with our Terms Of Use and Privacy Policy (“Terms”) govern the services provided by you ("You"/"Talent") to Office Depot, LLC, its affiliates, subsidiaries, parent companies, advertising, promotion or other agencies, and contractors (“Office Depot”, or “us” or “we” or “our”). Please read these Terms carefully. By accessing, browsing, or otherwise using the Office Depot OfficeMax Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not accept these Terms, you shall not access, browse, or use the Office Depot OfficeMax Platform.

Talent and Office Depot agree as follows:

1. Definitions & Interpretation:

(a) Campaign Period means six (6) months or as otherwise set out in the Campaign details.

(b) Office Depot OfficeMax Platform means https://www.officedepot.com/ and any of its sub-domains, other websites, mobile device applications, desktop applications, social media platforms, including, but not limited to, Instagram, Facebook, LinkedIn, Twitter and Pinterest, online and/or offline marketing, press collateral, CRM email marketing, and paid advertising developed and/or operated by or on behalf of Office Depot in Office Depot’s sole discretion.

(c) Material means, (i) depending on the nature of the Services, as set out in the Campaign details, photographs, videos, Instagram stories, social posts, artwork, interviews; and (ii) and any other output, content or works developed or otherwise created by the Talent in providing the Services.

(d) Talent means the person providing Services and participating in an Office Depot campaign, who has agreed to these Terms and Conditions.

(e) Services means the services You provide, which may include provision of Material by You, and/or participation in an Office Depot marketing campaign.

(f) Campaign details means the details which describe your participation in an Office Depot® OfficeMax® marketing campaign and are provided by Office Depot to You (directly or indirectly), including any marketing campaign brief, or other instructions that may be provided to You by Office Depot from time to time.

2. Services:

Talent shall provide the Services (which includes the delivery of all Material) with all reasonable care and skill in accordance with good industry practice and these Terms and in compliance with all applicable laws and regulations. Office Depot believes in full transparency and in full, fair and effective disclosure of material facts relating to its advertisements. Accordingly, Office Depot requires that Talent adhere to the FTC guidelines concerning advertisements including, without limitation, the use of endorsements and testimonials and native advertisements. Talent shall make prominent disclosure in all Material indicating that such Material is a paid for advertisement. All Material produced by Talent is subject to review Office Depot for FTC compliance.

3. Submission of Material:

(a) The Material shall be sent to Office Depot for review and approval prior to being posted by Talent directly onto Talent’s social media account in accordance to the relevant Campaign details. If approved by Office Depot, the Material shall be used by Office Depot on the Office Depot OfficeMax Platform during the Campaign Period and may thereafter be used by Office Depot on the Office Depot OfficeMax Platform without time, territorial or other use restrictions (the “Permitted Purpose”), which for the avoidance of doubt, shall include any perpetual archive rights.

(b) Where Talent is provided Office Depot products in connection with the Services, (i) Talent must submit the Material incorporating such products to Office Depot 5 business days from receiving such products, or (ii) if participating in a photo shoot arranged by Office Depot Office Max, Talent must be available to participate in such shoot within the agreed upon timeframe as outlined in Campaign details.

(c) Talent shall not post any Material on their personal social media account without approval of Office Depot and instruction by Office Depot of the relevant hashtags, tagged links and go-live date (or such other conditions as may be set out in the Campaign details, or otherwise communicated by Office Depot to You from time to time).

(d) Talent will ensure that all Material posted by Talent on social media will tag the official Office Depot OfficeMax social media accounts and include such wording, social media handles and/or hashtags as determined by Office Depot in its sole discretion as may be detailed in the Campaign details. Talent agrees to remove any Material published as part of the Services, if so requested by Office Depot, in its sole discretion.

(e) You shall furnish Office Depot with engagement reports as requested by Office Depot from time to time in connection with the Services. Such reports shall include metrics, including, but not limited to, views, view through rate, link clicks, likes, shares, retweets, impressions, and reach. You warrant to provide truthful and accurate reports.

4. Ownership of the Material:

Work Made For Hire. All of the work product and deliverables created hereunder by Talent and/or any third party used by Talent, whether jointly or with others (whether complete or incomplete, whether acceptable to Office Depot or not, regardless of the form they take, and regardless of whether they are intangible or tangible expressions) (collectively, “Work Product”), shall constitute a “work made for hire” (as defined in the U.S. Copyright Act of 1976, as amended, and, for the purpose of all other copyright laws throughout the world), and all rights to the Work Product, throughout the world, including without limitation the copyrights therein (including renewals and extensions thereof), belong exclusively to Office Depot upon creation and shall vest in Office Depot immediately upon the development, conception or creation thereof.Office Depot shall have the right to make such changes to and uses of the Work Product as Office Depot may determine, including the right to create arrangements, adaptations or other derivative works therefrom, and the right to permit others to do so, and to use the Work Product in any and all media now known or hereafter devised without territorial or time limitations, free from the payment of any royalty or further compensation and without name credit to Talent or any third party.
Assignment. If and to the extent that the Work Product may be deemed not to be a “work for hire” under the U.S. Copyright Act of 1976, as amended, Talent (including any Subcontractors and any other third parties that Talent uses to provide the Services) unconditionally assigns and transfers to Office Depot in perpetuity all of Talent's right, title and interest, which it now has or may have in the future in the Work Product, free from the payment of any royalty or further compensation and without name credit to Talent or any third party. Talent hereby waives any moral rights in the Work Product in full and in favor of Office Depot to the fullest extent permitted by applicable law. Furthermore, Talent agrees to take all steps necessary to secure such an assignment, waiver and transfer of the Work Product from any Subcontractor or any other third party that Talent may utilize to provide services hereunder. Talent hereby warrants that it has entered into or will enter into contracts, including but not limited to employment agreements, or otherwise take all necessary action to ensure that all employees, contractors, agents, consultants, and other parties assisting, working for, or acting on behalf of Talent comply with the terms and conditions of this provision.
Talent Property. “Work Product” does not include any technology, information, computer programs, source codes, game engines or other materials and documentation owned by or licensed to Talent prior to the commencement or independent of Services hereunder, including any and all modifications and improvements thereto, whether made before or after the commencement of Services under this Agreement; provided such technology, information, computer programs, source codes, game engines and other materials and documentation are not based upon or derived from Office Depot’s Confidential Information and/or Office Depot materials; provided, further, that Office Depot will not and did not pay for same and no equipment or supplies of Office Depot was used to develop or create same (collectively, “Preexisting Technology”). Notwithstanding the foregoing, Talent warrants and represents that Office Depot shall have the unlimited and perpetual right to make, have made, copy, display or perform in public, modify, reproduce or otherwise use for its own use in whole or in part or in combination with other matter, any Preexisting Technology, in connection with the Work Product, which is incorporated in the Work Product or otherwise necessary for the Work Product to function or be modified by Office Depot or its designees. If Talent does not have full ownership in any Preexisting Technology incorporated in the Work Product or necessary for the Work Product to operate or be modified as contemplated by this Agreement and the applicable Statement of Work (“Licensed Preexisting Technology”), Talent will ensure that Office Depot shall have at least the same rights as the Talent to copy, publicly display or perform in public, modify, reproduce or otherwise use for its own use in whole or in part or in combination with other matter the Licensed Preexisting Technology, and at a minimum, Talent shall ensure that Office Depot and its designees will have the unlimited and perpetual right to copy, display or perform in public or otherwise use any Licensed Preexisting Technology necessary for the Work Product to operate.If any Licensed Preexisting Technology necessary for the Work Product to operate becomes unavailable to Office Depot and/or its designees, even if by no fault of Talent, Talent warrants and represents that it will make available to Office Depot and its designees and incorporate into Work Product, at no cost to Office Depot (or its designees) an equivalent technology such that the Work Product operates according to the specifications set forth in the applicable Statement of Work.
Software. In addition to any obligations set forth herein, Talent represents, warrants and covenants that Work Product shall not include any open source code or software, freeware or shareware, without Office Depot's express writing consent in each instance. Talent further agrees to keep and make available to Office Depot during the term of this Agreement all source code and editable files associated with the Work Product (“Source Files”), except to the extent that Talent does not have access to such files as part of Licensed Preexisting Technology, and to immediately provide all Source Files to Office Depot via an appropriate media as requested by Office Depot, upon the termination or expiration of the term of the applicable Statement of Work. All Source Files must be accompanied by instructional documentation or include comments within the code itself sufficient to enable a person of average proficiency in the relevant technology to operate and modify the Work Product. Talent agrees that the obligations of this subsection will be binding upon its successors, heirs, executors and administrators, and may be transferred by Office Depot.
Office Depot Materials. The nature, manner and use of any materials or information provided by or on behalf of Office Depot to Talent shall be subject to Office Depot’s prior written approval. Subject to the terms and conditions of this Agreement, Office Depot grants Talent a limited, royalty-free, non-exclusive, revocable, terminable license to use the Office Depot Marks (as defined herein) solely for the advertising and promotion of Office Depot’s products in accordance with this Agreement and the applicable Statement of Work.All use of the Office Depot Marks by Talent and any rights arising therefrom, and goodwill generated thereby, shall inure solely to the benefit of Office Depot.

5. Rights to use the Office Depot OfficeMax names & logos

We hereby grant You a personal, limited, non-exclusive, non- transferable, revocable, worldwide license solely to use and describe the OFFICE DEPOT® and OFFICEMAX® names and logos for the strict purposes of performing the Services. You warrant that such use shall be in accordance with all Office Depot instructions from time to time, brand guidelines, if provided, and the Trademark Usage Policy attached hereto as Exhibit A. You acknowledge that these Terms do not constitute permission or a license to use any other intellectual property rights owned or licensed by Office Depot.

6. Credit:

Notwithstanding Talent’s waiver at section 4(b) and without prejudice to section 4, Office Depot may at its sole discretion use Talent’s name, brand and/or logo (including any social media handles or monikers) to credit Talent as the owner or creator of the Material (where applicable) and/or mention Talent by name on the Office Depot OfficeMax Platform in connection with the Services.

7. Payment:

As consideration for the full performance of the Services and delivery of the Materials, Office Depot shall pay You in accordance with the information provided in the agreed Campaign details, which may include:

Payment by way of gift card or voucher code, shall be provided to You if selected as talent for upcoming marketing campaigns and upon acceptance of these Terms, any relevant Campaign details and/or campaign brief and submission of Material (as applicable).

Payment by way of product. Product may be shipped to You if selected as Talent for upcoming marketing campaigns upon acceptance of these Terms any relevant Campaign details.

For the avoidance of doubt, if Talent is an employee of Office Depot, unless otherwise agreed to in writing between the parties, no payment or monetary consideration will be provided with respect to the Services. Services performed by Office Depot employees must prominently disclose the employee/employer relationship (e.g. #OfficeDepotEmployee).

8. Exclusivity

Unless otherwise agreed and set out in the Campaign details, for seven (7) days before, and seven (7) days after the agreed first live publication on Office Depot OfficeMax Platform of the Materials, Talent shall only work with Office Depot and shall not deliver Materials identical or similar to the Services set out in the Campaign details to any competitor of Office Depot, which shall include, without limitation, Staples, W.B. Mason, Walmart, Target, Best Buy, Amazon and FedEx. Talent agrees that the foregoing is not an unreasonable restraint of trade.

9. Termination:

(a) Office Depot may terminate these Terms at any time by providing You with fourteen (14) days’ prior written notice.

(b) Office Depot reserves the right to monitor Talent’s compliance with any Federal Trade Commission or other guides with respect to the performance of the Services and may immediately terminate the relationship with Talent without cure in the event of any non-compliance with any such requirements without further obligation to Talent.

(c) Without limiting its other rights or remedies, Office Depot may terminate these Terms with immediate effect and without liability at any time by giving written notice to Talent on or at any time after the happening or occurrence of any of the following events or circumstances:

(i) if Talent materially breaches any term of these Terms;

(ii) the commercial value of the Talent, the Material, the campaign and/or Office Depot would, or is likely in the reasonable opinion of Office Depot to, be substantially impaired by Talent’s statements, behavior or conduct which has brought the Talent’s character into disrepute;

(iii) the Talent acts in a manner that, in the reasonable opinion of Office Depot, shocks or offends Office Depot’s intended audience and its community or which manifests contempt or disregard for diversity, public morals or decency; or

(iv) the Talent is convicted of any criminal offence or commits a violation of any national or international governing body or organization or is admitted or recommended for or voluntarily undertakes any treatment or therapy for addiction to or abuse of drugs or alcohol.

10. Rights, permissions, consents:

(a) You warrant represent and undertake that You have full power and authority to execute, deliver and perform your obligations pursuant to these Terms.

(b) Office Depot believes in full transparency and in full, fair, and effective disclosures of material facts relating to Talent’s relationship with Office Depot. Accordingly, You warrant, represent and undertake that provision of all Services and Materials shall at all times comply with all applicable laws, enactments, rules, regulations, orders and any present or future applicable code of practice, policy, guidance, adjudication or any mandatory instructions or requests of each of the Committee of Advertising Practice, Broadcast Committee of Advertising Practice or the Advertising Standards Authority, Federal Trade Commission’s Guides Concerning Endorsements and Testimonials in Advertising, or other applicable regulator, social media platform provider or other media channel including any applicable modification, extension or replacement of any of them in force from time to time, which are directly applicable to the Services.

(c) Talent can request Office Depot as a business partner and include the “Paid partnership with Office Depot OfficeMax” tag on content to assist in complying with Talent’s obligations in section 10(b)

(d) You warrant, represent and undertake that: (i) the Material is your original work and You have secured all necessary rights, permissions and releases (and paid all sums due to third parties in respect of the same) necessary for You to perform the Services, as set out in the Campaign details, produce the Material, license the Material and (where applicable) to assign all rights in the Material to Office Depot OfficeMax; (ii) the Material or any pre-existing material included within the Material, or the exploitation by either Office Depot or Talent of the Material pursuant to the terms of these Terms and Conditions does not and will not infringe any rights of any third party; and (iii) You are the legal and beneficial owner of the Material.

(e) Talent shall indemnify us from and against all losses, claims, damages, costs, expenses and liabilities (including but not limited to legal fees) arising out of or in connection with any breach by it of these Terms. For the avoidance of doubt, such indemnity shall include any third-party claims in relation to any infringement of any rights arising by Office Depot’s use or possession of the Material. This section shall survive termination of these Terms, howsoever arising.

(f) Talent acknowledges that no payment shall be due from Office Depot to any third party in connection with these Terms or the Material.

11. Confidentiality:

For purposes of this Agreement, “Confidential Information” shall mean all tangible and intangible information or material disclosed by Office Depot or otherwise made available or accessible to Talent whether intentionally or inadvertently, regardless of the manner or medium of disclosure or access (e.g., visual, oral, writing, electronic form) that is described as proprietary or confidential or considered as confidential and proprietary by the Office Depot and shall include, but is not limited to, the Terms and any user names and/or passwords made available to Talent by Office Depot. Talent agrees to maintain the confidentiality of Confidential Information for a period of two (2) years from the date of disclosure. This section 11 shall survive termination of these Terms for whatever reason.

12. General:

(a) Talent acknowledges that Office Depot shall have no liability to Talent under these Terms (save as expressly set out under applicable law).

(b) Nothing in these Terms shall be seen as conferring any right for Talent to hold itself out as an employee, representative or partner of Office Depot. These Terms shall not constitute a partnership between the parties.

(d) Where an agency agrees to these Terms on behalf of Talent, agency warrants to assume full responsibility for the actions of Talent in providing these Services.

(e) These Terms constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter.

(f) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.

(g) If any section or identifiable part of these Terms is held to be invalid or unenforceable by any court of competent jurisdiction then such invalidity or unenforceability shall not affect the validity or enforceability of the remaining sections or parts of the Agreement.

13. Governing Law:

These Terms shall be construed governed in accordance with the laws of the State fo Florida, without regard to conflict of laws principles. In the event the parties are unable to mediate their dispute to a satisfactory resolution, the parties agree that the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida shall have exclusive jurisdiction to hear and determine any claims or disputes between the parties arising out of or related to this Agreement, unless federal jurisdiction is available, in which case the Southern District of Florida, West Palm Beach Division, shall have exclusive jurisdiction to determine any claims or disputes arising out of or related to this Agreement. The parties expressly submit and consent in advance to such jurisdiction in any action or suit commenced in such court, and each party hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue or forum non conveniens. in THE EVENT OF LITIGATION proceedings AND TO THE EXTENT PERMITTED BY LAW, each of the parties HEREBY KNOWINGLY AND WILLINGLY WAIVES AND SURRENDERS SUCH PARTY’S RIGHT TO TRIAL BY JURY AND AGREES THAT SUCH LITIGATION SHALL BE TRIED TO A JUDGE SITTING ALONE AS THE TRIER OF BOTH FACT AND LAW, IN A BENCH TRIAL, WITHOUT A JURY.

EXHIBIT A

Office Depot, LLC Trademark Usage Policy

This Trademark Usage Policy details the proper use of Office Depot’s Trademarks and must be adhered to unless otherwise approved by Office Depot in writing.

As used herein, the term “Office Depot Trademarks” shall mean all domain names, trademarks, logos and other branding elements proprietary to Office Depot. Inc. and its subsidiaries and affiliates, including but not limited to the OFFICE DEPOT® OFFICEMAX® logo.

The Office Depot Trademarks may not be used in any manner that expresses or might imply Office Depot’s affiliation, sponsorship, endorsement, certification, or approval, of any third-party product or service.

The Office Depot Trademarks may not be used in association with or combined with any third-party trademark in a manner that might suggest co-branding or otherwise create potential confusion as to source or ownership of the Office Depot Trademarks.

The Office Depot Trademarks may not be included in any non-Office Depot trade name, business name, domain name, product or service name, logo, trade dress, design, slogan, or other trademark.

When using the Office Depot Trademarks, never vary the spelling, add or delete hyphens, make one word two, or use the trademarks in a possessive or plural form.

The Office Depot logo may only be used as provided by Office Depot electronically or in hard copy form. When using an Office Depot logo, never modify the design, add or delete any elements or words, change any colors or proportions. The logo may not be animated, morphed, or otherwise distorted in perspective or dimensional appearance.

The Office Depot Trademarks may not be combined with any other symbols, including words, logos, icons, graphics, photos, slogans, numbers, or other design elements.

The Office Depot Trademarks may not be imitated or used as design features in any materials.

The Office Depot Trademarks must include the appropriate ® or TM symbol at least at the first and most prominent mention on each visually distinguishable page of material. The ® should be used in connection with all registered trademarks and the TM should be used in connection with all non-registered trademarks.

Each use of the Office Depot Trademarks must include an appropriate attribution statement. Example: "_____ is a [trademark or registered trademark] of [name of trademark owner]." Office Depot will provide proper attribution statements as requested.

The Office Depot Trademarks may not be used in any a false, misleading, derogatory, or otherwise defamatory manner.