Terms and Conditions Applicable to All Accepted Content Applications


Last Updated: Oct 12, 2018

Capitalized terms used herein have the meanings given to them in the Platform Agreement. While there may be certain inconsistencies between the Platform Agreement between ContentPair and a Brand, on the one hand, and ContentPair and an Expert, on the other hand, for purposes of clarification, each Brand and each Expert that enter into an Accepted Content Application via the Platform hereby agree as follows:

All Accepted Content Applications shall be governed by the terms of the Platform Agreement between ContentPair and each registered user of the platform (whether in its capacity as a Brand or an Expert, as applicable).

  1. Content Ownership. The Brand agrees that, unless specified otherwise in an Accepted Content Application, the Expert shall own the copyright to and byline for all Content prepared for the Brand pursuant to the terms of the Accepted Content Application, and for all Content prepared by the Expert for the Brand pursuant to the terms of an Accepted Content Application, Expert grants the Brand a limited, non-exclusive (except as provided in Section 2 below) license to use and publish the Content, provided that (a) the Brand shall have no right to modify or create derivative works based on the Content without the prior written consent of the Expert (with the exception of technical or formatting modifications in publishing the Content which do not result in any substantive changes to the text, images or sound of the Content), and (b) the Brand’s right to publish the Content shall be conditioned upon the Brand publishing Expert’s byline for such Content.
  2. Content Restrictions. If a Content Request designates that the Content to be provided by the Expert shall constitute “Custom Content,” Expert grants the Brand an exclusive license to use and publish the Custom Content (subject to the provisions of Section 1 above) and agrees that it may produce similar content for other sources, but it shall not republish the Custom Content.
  3. Representations and Warranties.
    1. By the Brand. The Brand hereby represents, warrants and covenants that:
      1. It has the authority to enter into and perform its obligations of this Content Request and any resulting Accepted Content Application;
      2. Its communications with the Expert and its use of the Content provided by such Expert shall be pursuant to the terms and conditions of the Platform Agreement and the Content Request;
      3. The Brand Intellectual Property does not infringe upon or violate any patent, copyright, trademark or other proprietary rights of any third party; and
      4. It will not use or publish the Content in a manner that will infringe upon or violate any patent, copyright, trademark or other proprietary rights of any third party, including but not limited to the Expert.
    2. By the Expert. The Expert hereby represents, warrants and covenants 
 that:
      1. It owns all copyright in the Expert Intellectual Property and the Content (or otherwise has sufficient rights entitling Expert to use all of the Content as contemplated herein), and the Content does not and will not infringe upon or violate any patent, copyright, trademark or other proprietary rights of any third party;
      2. The Content does not contain material that defames or vilifies any person, people, races, religion or religious group, and is not obscene, pornographic, indecent, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise reasonably objectionable; and
      3. The Accepted Content Application and the Content is not misleading, deceptive or plagiarized, and does not offer or disseminate any fraudulent goods, services, schemes, or promotions.
  4. Confidential Information. The Brand and the Expert (each, a “Party”) each agree to keep confidential all information and materials provided by the other Party that, based on the nature of the information disclosed or the context of the disclosure should reasonably be recognized as confidential, whether in tangible or intangible form (“Confidential Information”). For the avoidance of doubt, the Content shall not constitute Confidential Information. The Parties agree to keep secret and confidential all such Confidential Information, and to not to use or reveal to any person or entity, any Confidential Information of the other Party except as may be required in the ordinary course of such Party’s performance of its obligations or the exercise of its rights under the Accepted Content Application, and only to those of its employees and agents who are subject to a confidentiality agreement that is at least as restrictive as the confidentiality obligations of this Section 5.
  5. Term and Termination.
    1. Term. An Accepted Content Application shall remain in effect until the Content is provided by the Expert and accepted by the Brand, unless earlier terminated pursuant to this Section 6.
    2. Termination.
      1. A Brand may terminate the Accepted Content Application for convenience by providing written notice to ContentPair and the applicable Expert.
      2. An Expert may terminate the Accepted Content Application in the event of the Brand’s material breach of the terms of such Accepted Content Application and the Brand’s failure to cure such alleged breach within ten (10) days of receiving written notice from the Expert alleging the nature of such breach.
  6. Miscellaneous.
    1. Assignment. Neither Party may subcontract, assign or transfer the Accepted Content Application without obtaining the prior written consent of the other Party.
    2. Survival. The terms of Sections 1, 2, 4 and 6 hereof shall survive the termination of the Accepted Content Application.
    3. Agency. Nothing contained herein or in the Accepted Content Application shall be construed as to create an agency relationship, joint venture or partnership between the Brand and the Expert.