Thank you for your interest in participating as a Content Contributor (herein defined as an individual or entity that provides content on a work-for-hire basis) for Skyword. You may be invited to participate in a content authoring channel (the “Content Channel”) for a Skyword publisher client associated with that Content Channel (the “Client”). This Contributor Agreement governs your participation in one or more Content Channels, including your submission of Content (which means any intellectual property that is created using the Platform, or otherwise loaded onto the Platform, including any form of media for publication by you, for publication in a Content Channel) for publication through the Platform (which means the Skyword software, website, and all associated IP), and receipt of payments from Skyword. Please read this Contributor Agreement carefully, as it (among other things) requires in Sections 14 and 15 that you and Skyword arbitrate certain claims instead of going to court and limits class action claims. When you either i) create your Content Contributor profile; or ii) accept an invitation to a Content Channel, you agree that this Contributor Agreement forms a binding legal contract between you and Skyword Inc. (“Skyword” or “we” or “our” or “us”). If you do not agree with any aspect of this Contributor Agreement, then you should not create a Content Contributor profile or accept an invitation to a Content Channel. Note that Skyword or the Client may accept or reject your application to participate in a Content Channel, or remove your access to such Content Channel, in their sole discretion, for any reason or for no reason.
- Channel Manager
You will be assigned a manager (a “program manager,” “supervisor,” “Channel Manager,” “digital producer,” etc.) if you accept an invitation to a Content Channel. All questions and inquiries regarding the Content Channel or the Platform should be directed to your Channel Manager or through any of the help channels made available to you on the Platform from time to time.
- Content Creation
Upon acceptance into this Content Channel, you agree to create written articles or other content (“Content”) according to the content guidelines for the Channel (the “Content Creation Guidelines”). The Content Creation Guidelines will be posted on the dashboard for the Content Channel within the Platform.
You are entirely responsible for all Content that you upload, post, broadcast, display, email, transmit, or otherwise make available to Skyword, including via the Platform. You represent, warrant, and covenant that:
- All Content is your original work and has not previously been published in any form or on any medium prior to your submission of such Content to Skyword, and you have all the intellectual property rights necessary to validly assign to Skyword all rights, title, and interest in and to the Content as contemplated in this Agreement;
- You have the written consent, release, and/or permission of each and every identifiable individual person presented in the Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Content in the manner contemplated by this Agreement;
- Your Content does not and will not: (i) infringe upon, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right (“IP Rights”); (ii) contain any unlawful, threatening, abusive, false, libelous, defamatory, obscene, pornographic, profane, hateful, racially or ethnically offensive, or otherwise infringing or objectionable content or material of any kind; (iii) encourage conduct that would be considered a criminal offense, give rise to civil liability, or violate any law; or (iv) contain any advertisements or solicitations of business;
- Your submission of Content to us for publication will not violate or breach any confidentiality agreement or other agreement to which you are a party, any duty (fiduciary or otherwise) you have to any person or entity, or violate any law, rule, or regulation; and
- To the best of your knowledge, all statements within your Content presented as factual statements are true and the Content is not (including through omission) false or misleading.
You acknowledge and agree that any Content that you upload, post, email, transmit, or otherwise make available to Skyword may be edited, modified, removed, published, distributed, transmitted, or displayed by Skyword and its Clients and that you hereby waive any rights, including all moral rights, you may have regarding your Content being altered or manipulated in any way, even if those alterations are objectionable to you. You acknowledge that Skyword may or may not pre-screen Content, but that Skyword and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, remove, or move any Content that is available via the Platform. You further agree that by submitting Content you consent to its distribution and display on Skyword services, Client websites, and their respective media properties, or on other websites or in other media or channels of any kind. Skyword and its designees shall have the right to remove or refuse to publish any Content in their sole discretion, for any reason or for no reason.
- Content Ownership
You agree to assign, and hereby do assign, to Skyword all rights, title, and interest (including all IP Rights) in and to all Content, from the moment of creation thereof, that you upload, post, broadcast, display, email, transmit, or otherwise make available to Skyword. You agree to assist Skyword, or its designee, at Skyword’s expense, in every proper way to secure Skyword’s rights in the Content and any related IP Rights, including the execution of all applications, assignments, and all other instruments which Skyword shall deem necessary in order to apply for, perfect, and defend such rights and in order to assign and convey to Skyword, its successors, assigns, and nominees the sole and exclusive right, title, and interest in and to the Content and any related IP Rights. You agree that your obligation to execute or cause to be executed any such instrument or papers shall continue after the termination or expiration of this Agreement. You agree that if we are unable, because of your unavailability, mental or physical incapacity, or for any other reason, to secure your signature on any such instrument or paper, then you hereby irrevocably designate and appoint Skyword and its duly authorized officers and agents as your agent and attorney in fact, to act for and on your behalf and stead to execute and file any such instruments and papers with the same legal force and effect as if executed by you. To the extent the foregoing assignment is invalid under applicable law or for any other reason, without limiting any representation, warranty, or covenant hereunder, you hereby grant to Skyword a royalty-free, perpetual, irrevocable license (with right to sublicense) in and to all Content subject to the foregoing assignment, where such license is, to the maximum extent possible under applicable law and the rights you possess, exclusive, worldwide, and transferable.
Skyword agrees to pay you in accordance with the Channel Guidelines including with respect to amounts and payment schedule) for all of your Content that the Client publishes and manages through the Client’s use of the Platform and with respect to which you are in compliance with the terms and conditions of this Agreement. Skyword and the Client reserve the right to modify the payment amounts and payment schedule from time to time in their sole discretion upon notice sent to the email address associated with your Platform account, provided that any payment amount modifications shall be effective only for Content that is published after the date the new payment amounts are posted on the Platform. In addition, the Content Creation Guidelines are subject to change from time to time, and certain Content types or categories may become ineligible for publication or payment. You agree to review the most recent Content Creation Guidelines before beginning work on any Content, and regularly throughout such work. You acknowledge that Skyword does not guarantee that your Content will be published through the Platform and that impression, click, or other performance-based payments will only be due and paid for publication through the Platform. All payments are made via PayPal®, or a similar third-party vendor, and you are responsible for maintaining an account and providing us with correct and current account information. You agree that Skyword has no liability to you with respect to any errors or problems of any kind relating to your payment account, and you shall address such issues to your vendor directly. You are solely responsible for determining and complying with any federal, state, and local tax liabilities relating to payments made to you by Skyword hereunder. You agree that your sole compensation with respect to Content you submit in connection with this Agreement is as expressly set forth in this Section 5.
- Skyword Email
You hereby acknowledge that acceptance of email from Skyword is essential to the relationship between you and Skyword described herein and each party’s respective performance obligations hereunder, and that from time to time, Skyword may send to you the following email communications: PayPal® (or similar third-party payment vendor) payment notices, tax or other legal compliance forms/notices, inquiries regarding submitted Content or your account, and/or other notices regarding this Agreement and any Content Channel (collectively, “Skyword Email”). Accordingly, you hereby agree to accept and to not block or otherwise reject Skyword Email. You agree to ensure that the email account information associated with your Platform account is accurate at all times. If you believe that Skyword is distributing inappropriate or unnecessary Skyword Email, please notify your Channel Manager.
- Term, Termination, and Effect of Termination
- Representations and Warranties
You hereby represent, warrant, and covenant to Skyword that:
- You have provided and will continue to provide true, accurate, and complete information to Skyword in connection with the Content submitted by you (or on your behalf), this Agreement, and your Platform account, including, without limitation, your legal name, tax identification information, address, nationality, regulatory status, and other requested contact information.
- You shall use your best efforts to ensure the Content submitted by you (or on your behalf) is created in an ethical, diligent, and professional manner consistent with the highest industry standards and otherwise in accordance with the terms and conditions of this Agreement.
- You have full legal power and authority to enter into and perform this Agreement in accordance with its terms without the consent of any governmental body, any regulatory authority, or any third party, and your entry into and performance under this Agreement does not conflict with, constitute a breach of, or in any way violate any arrangement, understanding, or agreement to which you are a party or by which you are bound.
- You are not a Prohibited Person or a resident of a Prohibited Country, and to the extent you reside outside of the United States and you travel to the United States or a Prohibited Country, you shall not create Content for Skyword while physically in the United States or such Prohibited Country. A “Prohibited Country” is Cuba, Iran, North Korea, Sudan, or Syria, or any country that may be designated from time to time by the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”) as a country with respect to which U.S. persons are prohibited from obtaining services and/or engaging in financial transactions. A “Prohibited Person” is any entity or individual designated on OFAC’s list of Specially Designated Nationals, as updated from time to time, or any person employed or controlled by, or acting on behalf of, such an entity or individual, or any other person with respect to which U.S. persons may be prohibited, from time to time, from obtaining services and/or engaging in financial transactions.
- Your actions in connection with this Agreement will not be in violation of any applicable law, rule, or regulation.
- You are in the business of providing Content and you regularly provide or submit for consideration content similar to that provided to Skyword, to other purchasers thereof.
- You agree to regularly re-certify that you are a business and that you are in the business of offering Content similar to that provided to Skyword, to other purchasers thereof.
In connection with this Agreement and your participation in the Content Channel, you may receive or have access to non-public information relating to the current and future products and services, trade secrets, business plans, customers, finances, and personnel data related to the business or affairs of Skyword and/or the Client, in each case that is either designated as “confidential” or “proprietary” or that a reasonable person should consider to be confidential due to its content and/or the circumstances surrounding the disclosure (collectively, “Confidential Information”). Confidential Information includes, without limitation, information regarding the Client’s plans for its websites and online services, the features and functionality of the Platform, as well as any information regarding planned modifications or updates thereto or future Skyword products and services. Confidential Information does not include any information (i) which is or becomes publicly known through no wrongful act of yours; or (ii) which you may receive independently from a third party not under an obligation of confidentiality. You agree not to disclose any Confidential Information to any third party and to take all reasonable precautions to prevent its unauthorized disclosure or use. You also agree not to use any Confidential Information for your own benefit or for the benefit of any third party. You agree to only use Confidential Information for purposes of performing your obligations under this Agreement. In the event you are required by law or legal process (such as a court order) to disclose any Confidential Information, you agree to promptly notify Skyword of such requirement and cooperate with any efforts by Skyword to limit such disclosure or seek a protective order or other confidential treatment.
- Independent Contractor
Nothing shall be construed to create an employer-employee, joint venture, or partnership relationship between Skyword and you. You are an independent contractor, and neither you nor your employees or agents are, or shall be deemed, Skyword’s employees. In your capacity as an independent contractor, you agree and represent, and Skyword shall rely upon, the following understandings:
- You have the right to perform services for others during the term of this Agreement, and you intend to provide services for others during the term of this Agreement.
- You have the sole right to control and direct the means, manner, and method by which any services relating to this Agreement will be performed.
- You have the right to perform any services relating to this Agreement at any place or location and at such times as you may determine.
- You will furnish all equipment and materials used to provide any services relating to this Agreement, except to the extent that your work must be performed using the Platform.
- You or your staff shall perform any services relating to this Agreement, and Skyword shall not be required to hire, supervise, or pay any assistants to help you.
- You are responsible for paying all ordinary and necessary expenses for your staff.
- Neither you nor your staff shall receive any training from Skyword in the professional skills necessary to perform any services relating to this Agreement, except as set forth in the guidelines and training materials provided by Skyword via the Platform.
- You shall not be required to devote your full time or attention to the performance of any services for Skyword.
Skyword shall not provide any insurance coverage of any kind for you or your staff.
- You will not represent that you are an employee of Skyword and you acknowledge that you will not be entitled to participate in any of the pension, retirement, or other benefit channels now or hereafter available to Skyword’s regular employees.
- Any and all sums subject to deductions, if any, required to be withheld and/or paid under any applicable state, federal, or municipal laws or union or professional guild regulations shall be your sole responsibility and you shall indemnify and hold Skyword harmless from any and all damages, claims, and expenses arising out of or resulting from any claims asserted by any taxing authority as a result of or in connection with said payments.
- Disclaimers; No Warranties
THE PLATFORM, CONTENT CHANNELS, AND ANY MEDIA, INFORMATION, OR OTHER MATERIALS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THEM ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SKYWORD AND ITS LICENSORS, CLIENTS, AND PARTNERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. SKYWORD AND ITS LICENSORS, CLIENTS, AND PARTNERS DO NOT WARRANT THAT THE FEATURES AND FUNCTIONALITY OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVERS THAT MAKE AVAILABLE THE FEATURES AND FUNCTIONALITY THEREOF ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SKYWORD AND ITS CLIENTS MAKE NO REPRESENTATION OR WARRANTY REGARDING WHETHER YOU WILL BE ACCEPTED INTO ANY CONTENT CHANNELS, WHETHER ANY OF YOUR CONTENT WILL BE ACCEPTED FOR PUBLICATION, OR THE TOTAL AMOUNTS YOU MAY EARN IN CONNECTION WITH YOUR USE OF THE PLATFORM OR THROUGH PARTICIPATION IN THE CONTENT CHANNELS.
- Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL SKYWORD, ITS CLIENTS, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS OR SUPPLIERS BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT, EVEN IF SKYWORD, THE CLIENT, OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF SKYWORD, ITS CLIENTS, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS OR SUPPLIERS TO YOU ARISING OUT OF OR RELATING TO THE PLATFORM AGREEMENT, THIS AGREEMENT, AND ANY AND ALL OTHER AGREEMENTS EXCEED, IN THE AGGREGATE, THE GREATER OF (A) AMOUNTS OWED TO YOU THAT REMAIN UNPAID UNDER THIS AND ALL OTHER AGREEMENTS OR (B) TEN U.S. DOLLARS. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND REGARDLESS OF THE THEORY OF LIABILITY.
You agree to indemnify and hold Skyword, its Clients, their affiliated companies, and each of their officers, directors, and employees harmless from and against any claims, losses, damages, liabilities, costs, and expenses, including reasonable attorney’s fees (any of the foregoing, a “Claim”), arising out of or relating to your use or misuse of the Platform, breach of this Agreement or infringement, misappropriation, or violation of the IP Rights or other rights of any other person or entity, provided that the foregoing does not obligate you to the extent the Claim arises out of your reliance on, and reproduction of without modification, materials provided by Skyword or its Clients, or Skyword’s willful misconduct or gross negligence. Skyword reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.
Any claim (excluding claims for injunctive or other equitable relief) arising out of or relating to this Agreement where the total amount of the award sought by either party is less than $10,000 shall be resolved via binding non-appearance-based arbitration initiated through the American Arbitration Association (“AAA”). The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. In any such arbitration, the parties and AAA must comply with the following rules: (a) the arbitration shall be conducted by telephone, online, and/or be solely based on written submissions, and the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; (c) the arbitrator may award injunctive or declaratory relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim; and (d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Agreement shall prevent either party from seeking remedies in small claims court of competent jurisdiction.
- Class Action Waiver
You agree that ANY CLAIMS subject to arbitration under section 14 MUST BE MADE IN YOUR INDIVIDUAL CAPACITY, and not as a plaintiff or class member in any purported class or representative proceeding.
- Miscellaneous Modifications
Skyword may make modifications, deletions, and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after we provide notice of the Changes, whether such notice is provided through the Platform user interface, is sent to the email address associated with your Platform account, or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first.
Client a Beneficiary
The Client is a third-party beneficiary of this Agreement, with the ability to enforce its terms directly.
This Agreement shall be subject to and governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions. You and Skyword agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Suffolk, Massachusetts for any claim not subject to arbitration as provided for under Section 14 above.
Waiver and Severability of Terms
The failure of Skyword to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.
Statute of Limitations
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Assignment, Integration, and Interpretation
This Agreement may not be transferred or assigned by you (whether in whole or in part), but may be assigned by Skyword without restriction. This is the entire agreement between you and Skyword relating to the subject matter herein and shall not be modified except in a writing, signed by both parties, or by a Change to this Agreement made by Skyword as set forth herein. The word “including” as used herein shall be deemed in each case to be followed by the phrase “without limitation.”
Please report any violations of the Agreement to Skyword at firstname.lastname@example.org.