TULSA REMOTE
PROGRAM AGREEMENT
THIS PROGRAM AGREEMENT ("Agreement") is entered into and shall be effective as of the date listed in the signature block to this Agreement (the "Effective Date"), by and among Tulsa Remote, LLC ("Tulsa Remote"), a limited liability company having an office at 3N Cheyenne Ave., Tulsa Oklahoma 74103, and a natural person ("Recipient"). Tulsa Remote and Recipient shall be collectively referred to as the "Parties" and individually as a "Party".
RECITALS
WHEREAS, Tulsa Remote is designed to recruit a talented work-force to the City of Tulsa, Oklahoma through a remote-working relocation plan ("Program");
WHEREAS, remote workers are a growing part of the economy with the ability to live and work in Tulsa while being employed full time by a company outside of Oklahoma (“Remote Workers");
WHEREAS, Recipient currently resides outside of the state of Oklahoma and resided outside of the State of Oklahoma for at least the twelve (12) consecutive months prior to applying to the Program;
WHEREAS, Recipient will be “Remote Workers,” defined as being either a Remote Worker or a self-employed person in Tulsa, by the Start Date and will continue Remote Working for at least twelve (12) consecutive months from the Start Date;
WHEREAS, Tulsa Remote desires to offer Recipient an incentive to move to Tulsa and to engage in Remote Working for at least twelve (12) months, subject to the terms and conditions in this Agreement and the facts and circumstances represented in the application;
WHEREAS, Tulsa Remote desires to offer Recipient an incentive for living and Remote Working in Tulsa, Oklahoma for twelve (12) consecutive months, in order to encourage longer term residency in Tulsa, subject to the terms and conditions below; and
WHEREAS, Recipient desires to accept the incentives subject to the terms and conditions below.
NOW THEREFORE, in consideration of the foregoing premises, the mutual covenants set out below, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. TERM OF PROGRAM
Recipient agrees to establish residency within the limits of the City of Tulsa, Oklahoma no later than (“Start Date”). The term of the Program is twelve (12) consecutive months from Start Date (“Program Term”). Recipients shall provide evidence of such residency pursuant to Section 4 before receiving financial benefit.
2. ORIENTATION
Recipient agrees to and will attend a Program orientation, the time and date of which will be provided to Recipient in writing at least ten days (10) days prior to the day of orientation.
3. PROGRAM INCENTIVES
Subject to Recipient’s full compliance with the terms of this Agreement, so long as Recipient is not in violation of the terms of this Agreement, Tulsa Remote agrees to pay to Recipient up to a total of ten thousand dollars ($10,000.00) (the “Program Incentive”) for the Program Term, to be paid in one of the two formats below and/or a prorated combination of the formats, if applicable.
A. THE "Monthly Incentive" Option
Under the Monthly Incentive Option, the Program Incentive consists of, as may be applicable, a Relocation Incentive, a Monthly Incentive, and a Completion Incentive.
i. Relocation Incentive. Upon (a) relocation from residency out of the State of Oklahoma to a residence within the Tulsa city limits (“Recipient Occupied Personal Residence”), and upon (b) Recipient providing Tulsa Remote with sufficient residency documentation of same and pursuant to Section 4, Recipient will receive two-thousand five hundred dollars ($2,500) (“Relocation Incentive").
ii. Monthly Incentives. Monthly incentives of five hundred dollars ($500) for twelve (12) consecutive months for living in a Recipient Occupied Personal Residence within the City of Tulsa and abiding by the terms and conditions of Agreement each month (each a “Monthly Incentive").
iii. Completion Incentive. Upon completion of living in a Recipient Occupied Personal Residence within the city of Tulsa and abiding by the terms and conditions of Agreement for twelve (12) consecutive months, Recipient will receive one thousand five hundred dollars ($1,500) (“Completion Incentive").
iv. Payment Procedure. Subject to adherence to all Program requirements and the terms and conditions of this Agreement, all payments will be made to Recipient by direct deposit in a bank account in Recipient’s name. Subject to individual facts and circumstances, which may call for an accommodation as determined by Tulsa Remote, use of other payment methods, including payment mailed to post office boxes, will not be permitted.
B. THE "Homeownership Incentive" Option
The Homeownership Initiative Option may accelerate the payment of the Program Incentive. A Recipient may select the Homeownership Initiative Option from the beginning of their acceptance into the Program. Alternatively, a Recipient who chooses to begin with the Monthly Incentive Option may apply for and be selected to transition to the Homeownership Initiative Option at any time, to receive the remainder of the unpaid Program Incentive in one lump sum ("Completion Incentive"), if the Recipient complies with the requirements below and in this Agreement.
i. "Recipient Owned & Occupied Personal Residence" is a Recipient Occupied Personal Residence that Recipient purchases in connection with the Program to be Recipient’s primary residence, and in which Recipient is an owner-occupant for at least the remainder of the Program Term. Properties purchased as and/or used as vacation or second homes, as part-time homes, or for the benefit of another and/or for commercial purposes (such as for rental) are excluded. Tulsa Remote may require any reasonable or customary proofs, to Tulsa Remote’s sole satisfaction, of the purchase of a Recipient Owned & Occupied Personal Residence, including but not limited to: filed-stamped and certified deeds, notes, mortgages, tax records, utility bills, or any similar documents in Recipient’s name.
ii. If, as determined solely by Tulsa Remote, each of the following occur:
a) the Recipient promises (represents and warrants) that the Recipient has purchased in connection with the Program and will live in a Recipient Owned & Occupied Personal Residence for the remainder of the Program Term;
b) the Recipient promises (represents and warrants) to receive no income from the Recipient Owned and Occupied Personal Residence for the Program Term (unless as explicitly excepted in Paragraph 7.C(iii) for Remote Work as represented);
c) the Recipient provides proof, to the satisfaction of Tulsa Remote, of Recipient’s purchase of a Recipient Owned & Occupied Personal Residence in the City of Tulsa in connection with and for the remainder of the Program Term, as well as any other documentation that may be required by Tulsa Remote;
d) the Recipient is explicitly named as a title-holder to the Recipient Owned & Occupied Personal Residence; and
e) the Recipient attends orientation;
then Tulsa Remote shall pay the Homeownership Initiative to the Recipient in the course of Tulsa Remote’s regular disbursement schedule.
iii. In the event of a breach of the promises (representations and warranties) set forth in this Section 3(B), Tulsa Remote reserves the right to terminate the Agreement and seek reimbursement of all Program Incentives and its attorneys’ fees and costs as set out in Sections 8 and 11.
C. Program Incentive Cap
In no event shall any combination of Program Incentives exceed a total of ten thousand dollars ($10,000).
D. Taxes Not Withheld
Any incentive pursuant to the Program is not a grant, it is income. Tulsa Remote will not withhold taxes of any kind from Recipient’s Program Incentive, but will provide an IRS Form 1099. It is the responsibility of Recipient to report Program Incentive income to the appropriate state and federal tax authorities and to pay any taxes due on such income. The Participant agrees to indemnify and defend Tulsa Remote for any tax issues associated with payment of Program Incentives.
E. Mandatory Survey Completion
It is a mandatory requirement to receive Program Incentives that each Recipient timely complete mandatory surveys regarding satisfaction with the experience with Tulsa Remote and the City of Tulsa.
4. RESIDENCY ELIGIBILITY
A. Residency Prior to Program Term
Recipient promises (represents and warrants) that for the twelve (12) consecutive months immediately preceding the Program Term, Recipient lived outside the State of Oklahoma. Tulsa Remote may require any the following as reasonable or customary proofs of Residency prior to the Program Term, to Tulsa Remote’s sole satisfaction, including but not limited to: signed lease documents, mortgage payments, tax records, utility bills, or any similar documents in Recipient’s name.
B. Residency During Program Term
For the Program Term, Recipient agrees to reside within the boundaries of the City of Tulsa, Oklahoma. Before Recipient is eligible to receive Program Incentives and at any time during the Program Term upon the request of Tulsa Remote, Recipient must provide Tulsa Remote with a W-9 listing the address of the Recipient Occupied Personal Residence within the City of Tulsa, and a copy of Recipient’s lease in Recipient’s name or a filed-stamped property deed in Recipient’s name. Recipient agrees to and represents and warrants during the Program Term that Recipient is residing in the City of Tulsa and living in a Recipient Occupied Personal Residence.
If, for any reason, Recipient is unable to maintain residency in Recipient Occupied Personal Residence in the City of Tulsa and/or Remote Working status during the Program Term, then Tulsa Remote may, in its sole and exclusive discretion: (i) withhold or prorate some or all Program Incentive; or (ii) terminate Recipient from the Program in which case Section 8 (Termination) shall apply. Any issues with inability to maintain residency in Recipient Occupied Personal Residence in the City of Tulsa and/or Remote Working status shall be directed to the Program Director in writing as soon as such issues arise and/or are anticipated, whichever occurs first.
5. COMMUNITY INTEGRATION
From time to time, Tulsa Remote may provide voluntary opportunities for integration into the Tulsa community. Attendance at such opportunities is subject to the general release, Indemnity and Hold Harmless and Indemnity set out in Sections 9 and 10 below.
All Recipients must meet a Tulsa Remote staff member in person in the City of Tulsa within 90 days of the Start Date, either through a meeting or by attendance at a Tulsa Remote-sponsored event. The failure to satisfy the obligation in the preceding sentence shall constitute grounds for Termination in accordance with Section 8 , and shall result in (1) the immediate suspension of all payments of Program Incentives, and (2) a proof of residency verification.
6. PHOTOGRAPH AND MEDIA RELEASE AND WAIVER
Recipient agrees to sign, or has previously signed, the attached Photograph and Media Release and Waiver (“Completion Incentive”), attached hereto as Exhibit A and incorporated herein by this reference. The terms of the Waiver are incorporated herein by reference. The Waiver shall be effective upon Recipient’s execution of the Agreement.
When engaged with media regarding the Program, Recipient hereby agrees to abide by the Code of Conduct below.
7. CODE OF CONDUCT
A. Diversity, Equity, Inclusion
Recipient acknowledges and agrees that Recipient’s conduct may directly affect the Program. Tulsa Remote believes that communities are greatly enriched through diversity of people. In furtherance of this value and of making a positive impact on the Tulsa community, Recipient agrees, at all times when engaged in the Program and/or Program opportunities, and/or in connection with Program staff, other Program Members, or the Tulsa Community, to be professional, to employ ethical practices, and to demonstrate respect for others, including without limitation, respect of personal and cultural differences.
B. Compliance with Applicable Laws
Recipient will comply with all applicable laws. Recipient shall not engage in any behavior that endangers the safety of others, commit any violation of civil law, and/or commit any crime or criminal act, or otherwise engage in behavior of moral turpitude (conduct that is considered contrary to community standards of justice, honesty, or good morals).
If Recipient commits any violation of civil law or commits any crime or criminal act, as determined in the sole discretion of Tulsa Remote, then Tulsa Remote may deem the Recipient to be in material breach of this Agreement and Tulsa Remote may terminate Recipient from the Program, its Program Incentives, and/or other benefits. The consequences of termination set out in Section 8 (Termination) shall apply.
C. Promises, Representations and Warranties.
i. Throughout the Program Term and for two (2) consecutive years thereafter, each Recipient promises (represents and warrants) to Tulsa Remote, and as applicable to the State of Oklahoma, that the Recipient:
a) Has not lived in the State of Oklahoma for the twelve consecutive months immediately preceding both the Recipient’s application to Tulsa Remote and the Program Term, and to timely provide proof satisfactory to Tulsa Remote of such prior out-of-state residence upon request;
b) Will be working an average of thirty (30) or more hours per week during the Program Term; and
c) Will receive average annualized wages in excess of the greater of: (1) $25,000.00 or (2) the latest Consumer Price Index year-to-date percentage change for Tulsa County; and
ii. While a Recipient’s admission to the Program is not affected by whether a Recipient meets the qualifications that would allow Tulsa Remote to seek rebates under the Oklahoma Remote Quality Jobs Incentive Act (68 O.S. §4501 et seq. (the “Act”)), qualifying Recipients must comply with Tulsa Remote’s requests for information so that Tulsa Remote may be in a position to seek such rebates. Therefore, from time to time including the period covering the date of application through the Program Term and the two (2) years following the Program Term, all qualifying Recipients promise to timely provide upon request:
a) Satisfactory proof of Recipient’s basic health benefits that meet all of the requirements of the Act, including specifically (1) that not more than fifty percent of the premium payments for said health benefits are paid by the Recipient, and (2) that said health benefits include coverage for basic hospital care, physician care, mental health care, substance abuse treatment, coverage for prescription drugs, and prenatal care;
b) Satisfactory proof of payroll statements and/or other documentation including but not limited to withholding taxes paid to the State of Oklahoma for the Recipient; and
c) Any additional proof, verification, or substantiation of employment status, employer, residence, physical location, or other Program-related information.
iii. Throughout the Program Term, the Recipient promises (represents and warrants) to receive no income from any Recipient Occupied Personal Residence, which includes any Recipient Owned & Occupied Personal Residence. This Agreement specifically prohibits any income-producing use of any Recipient Occupied Personal Residence, including any commercial use, such as renting the residence in whole or in part, during the Program Term. The only exception for the prohibition in the preceding sentence shall be for remote work conducted by the Recipient as represented in Recipient’s application to Tulsa Remote, and any remote work conducted by the spouse or domestic partner of the Recipient.
iv. Recipient understands that failure to provide information promised herein satisfactory to Tulsa Remote constitutes a violation of the Code of Conduct and this Agreement, and may result in immediate suspension of the Program Incentives. Further, Tulsa Remote reserves the right to recover all Program Incentives from Recipient for a violation of this Paragraph 7.C. Finally, Recipient understands that:
“Any person making an application, claim for payment or any report, return, statement or other instrument or providing any other information pursuant to the provisions of this act who willfully makes a false or fraudulent application, claim, report, return, statement, invoice or other instrument or who willfully provides any false or fraudulent information, or any person who willfully aids or abets another in making such false or fraudulent application, claim, report, return, statement, invoice or other instrument or who willfully aids or abets another in providing any false or fraudulent information, upon conviction, shall be guilty of a felony punishable by the imposition of a fine of not less than One Thousand Dollars ($1,000.00) and not more than Fifty Thousand Dollars ($50,000.00), or imprisonment in the State Penitentiary for not less than two (2) years and not more than five (5) years, or by both such fine and imprisonment. Any person convicted of a violation of this section shall be liable for the repayment of all incentive payments which were paid to the establishment. Interest shall be due on such payments at the rate of ten percent (10%) per annum.” 68 O.S. §4509.
D. Equal Opportunity and Anti-Harassment
i. Purpose
It is Tulsa Remote’s goal that there shall be no prohibited discrimination with respect to selection of Recipients and/or administration of the Program and/or participation in the Program because of race, color, religion, sex (including pregnancy), national origin, age (40 or older), disability or genetic information or military or veteran status, (“Protected Category”).
ii. Anti-Harassment Policy
"Harassment" is defined as unwelcome conduct that is based on a Protected Category that is severe or pervasive enough to create an environment that a reasonable person would consider intimidating, hostile, or abusive. Petty slights, annoyances, and isolated incidents (unless extremely serious) will not rise to the level of Harassment. Offensive conduct may include, but is not limited to, offensive jokes, slurs, epithets or name calling, physical assaults or threats, intimidation, ridicule or mockery, insults or put-downs, offensive objects or pictures, stalking, intrusive photography and/or recording without consent.
Prohibited Harassment based on Protected Category will not be tolerated by Tulsa Remote. If Tulsa Remote asks a Recipient to stop conducting themselves in a manner that Tulsa Remote deems, in its sole discretion to constitute Harassment, then the Recipient shall comply with such request immediately.
If Recipient behaves unacceptably, Tulsa Remote may take any action it deems appropriate, including expulsion from the Program and its Program Incentives and other benefits (Termination), effective immediately.
iii. Reporting
If Recipient observes a violation of this Code of Conduct, or considers Recipient to have suffered prohibited harassment by another Recipient and/or Program Staff, Recipient shall immediately report the violation to the Program Director.
E. Grievance Procedure
Tulsa Remote understands that issues may arise resulting in grievances, complaints and/or or concerns about the Program or related matters and Tulsa Remote desires to appropriately address such matters. Tulsa Remote requires the opportunity to address such issues. Recipient agrees to timely communicate about grievances, complaints, and/or concerns with Tulsa Remote in furtherance of achieving Tulsa Remote’s desire. Grievances, complaints, and/or concerns shall be addressed to the Program’s Managing Director, justin@tulsaremote.com. If the grievance, complaint, and/or concern is with the Program’s Managing Director, then contact Counsel for Tulsa Remote by emailing edorwart@fdlaw.com.
8. TERMINATION
A. Non-Exclusive Grounds for Termination
Tulsa Remote may, at its sole and exclusive option, terminate Recipient’s participation in the Program for any of the following non-exclusive reasons (all of which are considered material breaches of this Agreement), effective immediately upon notice:
i. Failure to establish and/or maintain residency within the City of Tulsa by Start Date and throughout the immediately-following, consecutive twelve months;
ii. Failure to utilize Homeownership Initiative for a Resident Owned & Occupied Personal Residence;
iii. Failure, during the Program Term, to be employed by the remote employer and/or to work remotely if self-employment is permitted;
iv. Misrepresentations to Tulsa Remote including but not limited to
a) Inaccurate or misleading application information, including by omission;
b) Inaccurate or misleading proof of application requirements;
c) Inaccurate or misleading proof of Tulsa residency or prior residency;
d) Misrepresentations with respect to Tulsa residency or prior residency;
e) Misrepresentations to Tulsa Remote or its agents in the context of a background check, investigation, and/or grievance procedure;
v. Violations of the Code of Conduct;
vi. Commission of any felony, misdemeanor, or other crime or violation of any civil law which may affect the reputation of Tulsa Remote;
vii. Any breach of Section 3, 4, 6 or 7 of this Agreement, whether or not material;
viii. Actions that jeopardize the Program;
The Recipient jeopardizes the Program when Tulsa Remote reasonably believes, in its sole discretion, that Recipient’s behavior does or will jeopardize the reputation of Tulsa Remote, Tulsa Remote’s ability to recruit quality Applicants, the quality of the Program experience for other Recipients, and/or Tulsa’s Remote’s collaboration with partners and community organizations.
ix. Any violation of this Agreement that may be non-material, but is severe and/or pervasive, and/or persists after a request is made to cease and desist the underlying conduct; and
x. Any other reason which constitutes a material breach of this Agreement.
B. Effects of Termination
If Recipient is terminated from the Program, then:
i. Tulsa Remote will have no obligations to Recipient, and Recipient will not be eligible for any unpaid Program Incentives;
ii. Tulsa Remote reserves the right to collect a prorated portion of the Program Incentive already paid, beginning at the time Recipient breaches this Agreement;
iii. Recipient will be forbidden from participating in Program events or activities, removed from any relevant lists of Recipient and alumni and/or social media platforms, and will be forbidden from representing himself or herself to be associated with the Program, including on social media and in any other venue; and
iv. Tulsa Remote will have no obligations to Recipient, and Recipient will not be eligible for any unpaid Program Incentives;Recipient shall not be eligible to re-apply for the Program.
9. RELEASE, INDEMNITY AND HOLD HARMLESS
A. General Release
In consideration of participation in the Program, Recipient, on behalf of himself/herself/themselves and all heirs, assigns, and personal representatives, and anyone claiming on behalf of or through any of the foregoing (together “Releasor(s)”), does hereby irrevocably and unconditionally release, acquit, forgive and forever discharge Tulsa Remote and its affiliates, successors and assigns, as well as its and their respective past and present officers, directors, managers, employees, shareholders, and attorneys for any of the foregoing (collectively the “Releasees“), in the individual and/or corporate capacity(-ies) of each, from any and all claims, suits, debts, covenants, contracts, demands, controversies, trespasses, agreements, liabilities, promises, actions, damages and any other costs and expenses of whosoever kind or nature (together the “Claims”), whether known or unknown, liquidated or unliquidated, which any Releasor ever had or will have from the beginning of time through the end of time against any of the Releasees based upon, arising out of or in any way relating to this Agreement, participation in the Program and any activity connected therewith.
B. Recipient to Indemnify and Hold Harmless Tulsa Remote
Recipient shall indemnify and hold Releasees harmless, from and against any claim, cause of action, loss, liability, expense or damage of any kind (including reasonable attorney fees) incurred by Releasees on account of: (i) Recipient’s participation in the Program, (ii) injury to Recipient for any reason, (iii) a third party claim directly or indirectly arising out of, due to or in connection with Recipient’s negligence or intentional misconduct based upon, arising out of or in any way relating to this Agreement, or (iv) the negligence or willful misconduct of anyone for which Recipient is liable; except to the extent any of the foregoing is directly caused by the gross negligence or willful misconduct of Tulsa Remote.
10. LIMITATION OF LIABILITYRecipient to Indemnify and Hold Harmless Tulsa Remote
RECIPIENT IS RESPONSIBLE FOR HIS/HER/THEIR OWN BELONGINGS AND ACTIONS. TULSA REMOTE SHALL NOT BE LIABLE TO RECIPIENT, IN RESPECT OF ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR LOSSES OR LIABILITIES OF ANY KIND OR NATURE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION THAT WHICH IS BASED ON THE LOCATION OR CONDITION OF ANY CO-WORKING SPACE, PERSONAL INJURY OR ILLNESS REGARDLESS OF THE CAUSE OR CAUSES INCLUDING WITHOUT LIMITATION EXPOSURE TO HAZARDOUS MATERIAL; OR DAMAGE, DESTRUCTION OR THEFT OF RECIPIENT’S PERSONAL PROPERTY, WHEREVER LOCATED, DUE TO ACTIONS OR OMISSIONS OF A THIRD PARTY OR DUE TO ACTS OF GOD; WHETHER OR NOT TULSA REMOTE WAS ADVISED OF THE POSSIBILITY, OR KNEW OR HAS REASON TO KNOW OF SUCH DAMAGE OR LOSS AND WHETHER OR NOT SUCH DAMAGE OR LOSS WAS FORESEEABLE; PROVIDED THAT NOTWITHSTANDING THE FOREGOING, TULSA REMOTE SHALL BE RESPONSIBLE FOR ANY PERSONAL INJURY TO RECIPIENT TO THE EXTENT CAUSED BY TULSA REMOTE’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT.
11. MISCELLANEOUS
A. Incorporation of Recitals.
The Recitals set forth at the beginning of this Agreement are deemed incorporated herein, and the parties hereto represent they are true, accurate and correct.
B. Drafted By All Parties
This Agreement, and all the provisions of this Agreement, shall be deemed drafted by all of the Parties hereto.
C. Fair Meaning
This Agreement shall not be interpreted strictly for or against any Party, but solely in accordance with the fair meaning of the provisions hereof to effectuate the purposes and intent of this Agreement.
D. Modification
This Agreement may be amended or modified only in writing which has been signed by both Parties and which specifically references this Agreement.
E. Governing Law
This Agreement is made and executed in Tulsa County, Oklahoma. This Agreement shall be subject to, and interpreted in accordance with, the laws (excluding conflict of law provisions) of the State of Oklahoma.
F. Jurisdiction And Venue
Any cause of action for a breach or enforcement of, or a declaratory judgment respecting, this Agreement shall be commenced and maintained only in the United States District Court for the Northern District of Oklahoma or, if there is not federal jurisdiction, the applicable Oklahoma state trial court sitting in Tulsa, Oklahoma and having subject matter jurisdiction.
G. Counterparts
This Agreement may be signed in counterparts, each of which shall be deemed an original. This Agreement shall become effective only when each of the Parties hereto shall have signed the original or counterpart hereof. This Agreement may be signed and delivered by a facsimile or digitized transmission of a counterpart signature page.
H. No Additional Warranty
Each Party hereto has entered into this Agreement based solely upon the agreements, any representations and warranties expressly set forth herein and upon her, his or its own knowledge and investigation. No Party has relied upon any representation or warranty of any other Party hereto except any such representations or warranties as are expressly set forth herein.
I. Attorney’s Fees
In any action brought by a Party hereto to enforce the obligations of any other Party hereto, the prevailing Party shall be entitled to collect from the opposing Party to such action such Party’s reasonable litigation costs and attorneys’ fees and expenses (including court costs, reasonable fees of accountants and experts, and other expenses incidental to the litigation).
J. No Assignment
This Agreement may not be assigned (including performance by subcontract) by any Recipient.
K. No Third-Party Beneficiaries
This is not a third-party beneficiary contract except as to Releasees. No person or entity other than a Party signing this Agreement and the Releasees shall have any rights under this Agreement.
L. Independent Contractors
This is not a contract for the performance of work or services. Nothing in this Agreement shall be construed to create a partnership, employment relationship, or joint venture, nor to authorize any Party hereto to act as agent for or representative of any other Party hereto. Each Party hereto shall be deemed an independent contractor and no Party hereto shall act as, or hold itself out as acting as, agent for any other Party hereto.
M. No Waiver
A Party to this Agreement may decide or fail to require full or timely performance of any obligation arising under this Agreement. The decision or failure of a Party hereto to require full or timely performance of any obligation arising under this Agreement (whether on a single occasion or on multiple occasions) shall not be deemed a waiver of any such obligation. No such decisions or failures shall give rise to any claim of estoppel, laches, course of dealing, amendment of this Agreement by course of dealing, or other defense of any nature to any obligation arising hereunder.
N. Severability
In the event any provision of this Agreement, or the application of such provision to any person or set of circumstances, shall be determined to be invalid, unlawful, or unenforceable to any extent for any reason, the remainder of this Agreement, and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid, unlawful, or unenforceable, shall not be affected and shall continue to be enforceable to the fullest extent permitted by law.
O. Changes
Tulsa Remote may update, amend, or rescind any provision of the website Terms of Use and to make such other rules and regulations (together “Changes") as in Tulsa Remote’s judgment shall, from time to time, be necessary or desirable for the safety, protection, care of the Program, and for the protection and comfort of all Recipients. Postings by Tulsa Remote on its website regarding Changes shall be effective immediately and deemed incorporated herein by this reference.
P. Entire Agreement
This Agreement is the entire Agreement of the Parties respecting the subject matter hereof. There are no other agreements, representations or warranties, whether oral or written, respecting the subject matter hereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the Agreement has been executed and delivered as of (the "Effective Date").
EXHIBIT A:
OPTIONAL EMERGENCY CONTACTS and PERMISSION TO CONTACT
Though Program Recipients are wholly responsible for themselves, Tulsa Remote is willing to maintain emergency contact information for Program Recipients so that Tulsa Remote might be of assistance in the event of a tragedy or disaster.
By providing information below, Recipient acknowledges that Tulsa Remote has no obligation to make emergency contacts and no liability for making emergency contacts and/or providing information to emergency contacts, but grants permission for Tulsa Remote to voluntarily make such contacts and to provide such information as Tulsa Remote deems reasonable.
In case of emergency, Tulsa Remote has my permission to contact the following emergency contacts and share information about me:
Emergency Contact Name:
Emergency Contact Phone Number:
Recipient Signature for Authorization:
Signature Date:
Recipient Printed Name:
Recipient Signature:
EXHIBIT B:
PHOTOGRAPH AND MEDIA RELEASE AND WAIVER
This Exhibit B, Photograph and Media Release and Waiver (“Release”), is attached to, subject to and made a part of that certain Agreement (the “Agreement”) by and between Tulsa Remote, LLC (“Tulsa Remote”) and the Recipient named on the Agreement (“Recipient", "I", "me" or "myself").
I, the undersigned Recipient, hereby give my permission for Tulsa Remote and/or its agent to photograph, film, record, videotape, make sound recordings, broadcast and/or stream (including without limitation Facebook Live) of me, or otherwise capture my likeness while I am in public places or engaged in public activities, Community Touchpoint activities, and, to quote me or record my statements about the Program (the foregoing all together called "Likenesses”, referenced herein as the “Released Likenesses”). The Released Likenesses may be used or reused, published or republished, modified or altered, in perpetuity, for the sole and exclusive purposes of promoting my accomplishments, my presence and my participation in the Program as well as for educating, promoting and advertising of the Program to the community, other Recipients, and the public. I understand that I may be identified in any photographs, news stories or publications that Tulsa Remote considers appropriate for release to magazines, newspapers, the World Wide Web sites of Tulsa Remote, and/or other publication(s) in any form now existing or later developed. I further understand that the Likenesses are the property of Tulsa Remote and that I have no right to money for the Likenesses.
I, the undersigned Recipient, hereby give my permission for Tulsa Remote and/or its agent to photograph, film, record, videotape, make sound recordings, broadcast and/or stream (including without limitation Facebook Live) of me, or otherwise capture my likeness while I am in public places or engaged in public activities, Community Touchpoint activities, and, to quote me or record my statements about the Program (the foregoing all together called "Releases”) from any and all claims which I may now or in the future have against any of the Releasees, based upon, due to, arising out of or in any way connected with or pertaining to the matters covered by this Photograph and Media Release and Waiver, from the beginning of time through the end of time.
Recipient Signature for Release and Waiver:
Signature Date:
Recipient Printed Name:
Recipient Signature:
