ContentPair, Inc. Platform Agreement
BEFORE YOU CLICK ON THE "ACCEPT" BUTTON AT THE END OF THIS DOCUMENT, CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE "ACCEPT" BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON AND DO NOT USE THE PLATFORM.
This Platform Agreement (the "Agreement") is a legal agreement between you and ContentPair, Inc. In this Agreement, the term "Platform" means the ContentPair platform, encompassing any number of modules, including computer software and associated online or electronic documentation, in each case as updated and/or revised from time to time. The term "you" means the company, entity or individual who is acquiring the license to use the Platform under this Agreement as either a Brand or an Expert, as applicable. The term "we" or "us" means ContentPair, Inc., except that terms such as "both of us" means both you and us. The term "use" means accessing, loading, reviewing, or uploading to the Platform. This Agreement, together with one or more, as applicable, Accepted Content Applications (as defined below) entered into under (and referencing) this Agreement between you (in your capacity as either a Brand or an Expert) and another user of the Platform (in its capacity as a Brand or an Expert, as applicable), shall apply to the provision of or use of the Platform and any related professional services identified in the Accepted Content Application.
- "Accepted Content Application" means a Content Application which has been accepted by a Brand.
- "Brand" means an individual or entity that is a registered user of the Platform and which uses the Platform to request the creation of Content. For the purposes of clarification, you shall be a "Brand" under this Agreement if you create a "Brand" account pursuant to Section 4 of this Agreement.
- "Brand Intellectual Property" means any Brand trademarks, logos, trade names and service marks that a Brand submits to ContentPair or to an Expert in connection with the Brand's use of the Platform.
- "Content" means any form of media created or acquired using the Platform, including, without limitation, articles, summaries, blog posts, podcasts, and all related text, pictures and sound.
- "Content Application" means an application submitted by an Expert to produce Content for a Brand as described in a Content Request.
- "Content Request" means a request for the production of Content that is submitted by a Brand using the Platform.
- "Expert" means an individual or entity that is a registered user of the Platform and uses the Platform to create Content.
- "Expert Intellectual Property" means any Expert trademarks, logos, trade names and service marks that an Expert submits to ContentPair or to a Brand in connection with the Expert's use of the Platform.
- "Effective Date" means the date that you click the "Accept" button of this Agreement.
- "Subscription Level" means the monthly subscription level for which a Brand has subscribed to submit Content Requests, as further described here.
- OUR SERVICE
ContentPair maintains and provides the Platform to enable matching and engagement between Brands and Experts for the production of Content. Upon subscribing to a designated Subscription Level, Brands may submit the applicable number of Content Requests via the Platform, pursuant to which we will attempt to source and/or assist such Brand in sourcing Experts for the production of the requested Content. Experts may use the Platform to view Content Requests and submit Content Applications for such Content Requests. We facilitate the interaction between Brands and Experts on the Platform and the entering into and implementation of Accepted Content Applications, and provide support throughout the Content review and approval process. Although ContentPair provides the Platform, which facilitates the process by which Brands engage Experts to create and deliver Content, we do not provide, edit, modify, create, sell or deliver any Content, nor do we warrant or endorse any of the Content. The Content created as a result of an Accepted Content Application facilitated by the Platform is the sole responsibility of the applicable Expert, and shall be provided in accordance with the terms and conditions of this Agreement, the terms and conditions which were agreed to by and between such Expert and the Brand in the applicable Content Request and Accepted Content Application, and pursuant to the communications and other interactions between the Expert and the Brand; ContentPair assumes no responsibility or liability for any damages in connection with the creation, use or delivery of any such Content.
- PLATFORM ACCESS
- CONTENT REQUESTS AND ACCEPTED CONTENT APPLICATIONS
In order to submit Content Requests, you must register as a Brand and you must subscribe to a Subscription Level. Subscribing Brands may then submit up to the applicable maximum number of Content Requests on the Platform by providing information requested by ContentPair regarding the requested Content, including but not limited to a description of the Content requested (i.e., topic, length, etc.), media form of such Content (i.e. blog post, podcast, etc.), preferred area of expertise and experience of prospective Experts, and deadlines for the delivery of such Content. Although ContentPair is not obligated to review each submitted Content Request, ContentPair reserves the right, in its sole discretion, to refuse to accept a Content Request for any reason. Upon the submission of a Content Request via the Platform and ContentPair's acceptance of such Content Request, the Platform shall be used to facilitate the sourcing of Experts to create the Content described in the Content Request. Each Brand agrees to reasonably cooperate with ContentPair in connection with the Content Request, Content matching and Content Application process, and Accepted Content Application implementation, including timely participation in necessary correspondence with us and with Experts regarding the Content to be produced.If you are registered as an Expert and you would like to provide Content for a Content Request, you may create and submit to the applicable Brand via the Platform a Content Application. Each Expert agrees that the Content Application and the Expert's preparation and delivery of the Content will be governed by the terms of this Agreement and the applicable Accepted Content Application. Upon delivering a Content Application, Experts agree to reasonably cooperate with ContentPair and Brands regarding the Content to be produced. If a Brand decides to accept an Expert's Content Application, the Brand may electronically accept the Content Application via the Platform, pursuant to which such Brand agrees that the Content Application and preparation and delivery of the Content will be governed by the terms of this Agreement and the applicable Accepted Content Application. For the avoidance of doubt, a Content Application will not be deemed effective for the production of Content and no binding agreement shall exist between the Brand and the Expert until the Content Application is accepted by the Brand. To the extent there is a conflict between this Agreement and an Accepted Content Application, the terms of the Accepted Content Application shall control with respect to the services to be provided under such Accepted Content Application, but shall not control with respect to this Agreement, generally, or to any other Accepted Content Application. Notwithstanding the foregoing, no Accepted Content Application may amend Sections 6, 8, 9, 10, 11 or 13 of this Agreement.
- LICENSES, CONTENT OWNERSHIP AND RESTRICTIONS
- Brand Intellectual Property – License to ContentPair. To facilitate the Content matching and production process, we may need to provide Experts with certain Brand Intellectual Property. Therefore, by using the Platform, each Brand grants to us a non-exclusive, non-transferable, royalty-free license to use, reproduce, distribute, display, and transmit the Brand Intellectual Property for the purposes of soliciting Experts to produce Content.
- Expert Intellectual Property – License to ContentPair. To facilitate Content Requests, Content Applications and the implementation of Accepted Content Applications, we may need to provide Brands with certain Expert Intellectual Property. Therefore, by using the Platform, each Expert grants to us a non-exclusive, non-transferable, royalty-free license to use, reproduce, distribute, display, and transmit the Expert Intellectual Property for the purposes of facilitating such Expert's Content Applications and the implementation of Accepted Content Applications.
- Platform Use by Brands. Provided that a Brand pays us the subscription fees due under the Subscription Level for which the Brand has subscribed, we grant to each Brand during the term of this Agreement a limited, revocable, non-exclusive, non-transferable license to access and use the Platform for the purposes of submitting the applicable number of Content Requests per month specified for such Subscription Level, reviewing Content Applications, implementing Accepted Content Applications and receiving the resulting Content.
- Platform Use by Experts. We grant to each Expert during the term of this Agreement a limited, revocable, non-exclusive, non-transferable license to access and use the Platform for the purposes of reviewing Content Requests, submitting Content Applications, and, if applicable, implementing Accepted Content Applications and providing the agreed upon Content to the Brand(s).
- Content Ownership. You agree that, unless specified otherwise in an Accepted Content Application, the Expert shall own the copyright to and byline for all Content prepared for a Brand pursuant to this Agreement. For all Content prepared by an Expert for a Brand pursuant to the terms of an Accepted Content Application, (1) Expert grants the Brand a limited, non-exclusive (except as provided in Section 5(f) 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, and (2) Expert grants to us a worldwide, fully-paid, royalty free license to publish the Content, or portions thereof, for our marketing purposes.
- 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 5(e) above) and agrees that it may produce similar content for other sources, but it shall not republish the Custom Content.
- Communication Restrictions and Non-Solicitation. You agree that all communication between Experts and Brands shall be conducted through the Platform. For a period of six (6) months following the effective date of the Accepted Content Application between a Brand and an Expert (the "Restricted Period"), without the prior written consent of ContentPair, the Brand, either on its own behalf or in partnership or jointly in conjunction with, or for the benefit of any person or entity, will not solicit the Expert directly for the production of additional content.
- CONTENTPAIR'S INTELLECTUAL PROPERTY
All intellectual property rights in the Platform and in the services provided by ContentPair (including, but not limited to, the software and systems underlying the Platform, and graphics and logos displayed thereon) are owned by or licensed to us. You may not in any form or by any means, without our prior written consent, use, adapt, reproduce, store, distribute, display, perform, publish or create derivative works from any part of the Platform.
- REPRESENTATIONS AND WARRANTIES
- By ContentPair. ContentPair represents, warrants and covenants that:
- It has the power and authority to enter into and perform its obligations of this Agreement; and
- It will use commercially reasonable efforts to cause the Platform to be available twenty-four (24) hours per day, seven (7) days a week, three hundred and sixty-five (365) days per year, outside of scheduled downtime for maintenance and upgrades and extraordinary circumstances or causes beyond our control (such as fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes, lockouts, labor difficulties, generalized internet interruptions (through denial of service, worms, telecommunications problems or the like)) but does not guarantee, represent or warrant such availability.
- By Brands. Each Brand represents, warrants and covenants that:
- It has the power and authority to enter into and perform its obligations of this Agreement;
- The Brand Intellectual Property does not infringe upon or violate any patent, copyright, trademark or other proprietary rights of any third party;
- 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;
- It will comply with all applicable laws in connection with its use of the Platform and any Content received from an Expert;
- Its Content Requests will not include, and the Brand will not otherwise introduce to the Platform, any malicious code, including but not limited to viruses, trojan horses, worms, time bombs, cancelbots, or any other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or personal information;
- It will pay the subscription fees when due and payable for the Subscription Level for which the Brand has subscribed; and
- It is not located in, under the control of, or a national or resident of a country in which the United States or any other applicable country maintains an embargo, and it is not a person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders.
- By Experts. Each Expert represents, warrants and covenants that:
- It has the power and authority to enter into and perform its obligations of this Agreement;
- The Expert Intellectual Property does not infringe upon or violate any patent, copyright, trademark or other proprietary rights of any third party;
- It will comply with all applicable laws in connection with its use of the Platform and any Content it produces for a Brand;
- It owns all copyright in 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;
- It will not submit Content Applications or provide any Content in a manner that will infringe upon or violate any patent, copyright, trademark or other proprietary rights of any third party;
- 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;
- The Content does not include, and Expert will not introduce to the Platform any, malicious code, including but not limited to viruses, trojan horses, worms, time bombs, cancelbots, or any other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or personal information;
- The Content Application and the Content is not misleading, deceptive or plagiarized, and does not offer or disseminate any fraudulent goods, services, schemes, or promotions; and
- It is not located in, under the control of, or a national or resident of a country in which the United States or any other applicable country maintains an embargo, and it is not a person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders
- By ContentPair. ContentPair represents, warrants and covenants that:
You agree to indemnify, defend and hold us, our officers, directors, employees, agents, representatives, vendors, licensees or suppliers harmless from and against any and all claims, damages, losses, liabilities, costs (including reasonable legal fees) or other expenses that arise directly or indirectly out of or from: (i) your breach of this Agreement; (ii) any allegation that any materials that you submit to us or transmit on the Platform infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (iii) your activities in connection with the Platform. This indemnity will be applicable without regard to the negligence of any party, including any indemnified person.
- CONFIDENTIAL INFORMATION.
Each party agrees 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 this Agreement, 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 9. The features and functionality of the Platform constitute ContentPair's Confidential Information.
- LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL CONTENTPAIR OR ANY OF ITS EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS, LICENSORS OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE PLATFORM, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE PLATFORM, OR FOR ANY INFORMATION, CONTENT OR SERVICES OBTAINED THROUGH THE PLATFORM, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF CONTENTPAIR HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, IN NO EVENT SHALL CONTENTPAIR'S LIABILITY UNDER THIS AGREEMENT, INCLUDING FOR DIRECT DAMAGES, EXCEED THE AMOUNT OF SUBSCRIPTION FEES THAT THE BRAND HAS PAID CONTENTPAIR UNDER THIS AGREEMENT.
EXCEPT FOR THE WARRANTIES EXPLICITLY PROVIDED IN THIS AGREEMENT, CONTENTPAIR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PLATFORM OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE PLATFORM. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, CONTENTPAIR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE, BY YOUR USE OF THE CONTENTPAIR PLATFORM, THAT YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THIS DISCLAIMER DOES NOT APPLY TO ANY PRODUCT OR CONTENT WARRANTY OFFERED BY THE Expert. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
- TERM AND TERMINATION.
- Term. This Agreement shall commence on the Effective Date and shall remain in effect until terminated pursuant to this Section 12. If you are a party to an Accepted Content Application that remains outstanding and in effect at the termination of this Agreement for a reason other than your material breach of this Agreement, then this Agreement shall be deemed to remain in effect and govern the services and Content to be provided until such Accepted Content Application terminates, expires or otherwise is of no further force or effect.
- A Brand may terminate this Agreement and any outstanding Accepted Content Application for convenience by providing written notice to ContentPair and the applicable Expert. Unless otherwise specified or permitted by ContentPair, in its sole discretion, subscription fees will not be refunded upon a Brand's termination of the Agreement pursuant to this Section 12.
- an Expert may terminate this Agreement for convenience by providing written notice to ContentPair, provided that, in the event that any Accepted Content Application remains outstanding at the time of such termination, the Expert will be obligated to continue to perform its obligations pursuant to the terms of such Accepted Content Application, and the terms of the Agreement shall continue to apply to such Accepted Content Application.
- an Expert may terminate an Accepted Content Application in the event of a Brand's material breach of the terms of this Agreement or 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.
- ContentPair may terminate this Agreement with an Expert at any time for convenience by providing written notice to the Expert and, unless the Brand agrees otherwise, any outstanding Accepted Content Application with a Brand will remain outstanding and the Expert shall continue to be responsible for performing its obligations pursuant to the terms of such Accepted Content Application.
- ContentPair may terminate this Agreement and/or any or all outstanding Accepted Content Applications with a Brand in the event of a Brand's material breach of the terms of this Agreement and the Brand's failure to cure such alleged breach within ten (10) days of receiving written notice from ContentPair alleging the nature of such breach.
- Assignment. You may not subcontract or assign or transfer this Agreement without obtaining the prior written consent of ContentPair. ContentPair may assign this Agreement and its rights and obligations in whole or in part to any parent company or successor in interest resulting from a merger, sale in whole or in part, divesture of an affiliate, operation of law, acquisition, reorganization, or consolidation of ContentPair or to any entity which acquires all or substantially all of ContentPair's business. This Agreement shall inure to the benefit of the parties and their respective successors and assigns. Any attempted assignment in violation of the terms of this Section 13(a) shall be void and of no force and effect.
- Waiver. The failure of either party to exercise any of its rights under this Agreement will in no way constitute a waiver of those rights, nor will such a failure excuse the other party from any of its obligations under this Agreement.
- Survival. Sections 1, 5(e), 5(f), 5(g), 6, 7, 8, 9, 10, 11 and 13 of this Agreement shall survive the termination of this Agreement.
- Force Majeure. In the event that a party hereto is reasonably prevented from performing its obligations required hereunder by reason of riots, insurrection, terrorist attacks, war, acts of God, force of nature, or other reasons beyond its reasonable control (a "Force Majeure Event"), then such party's performance shall be excused for the period(s) of the delay, and the period for such party's performance of any such obligation shall be extended for a period equivalent to the period of such delay, provided the party delayed gives written notice to the other party of its inability to perform, and takes commercially reasonable efforts to continue its performance as soon as possible.
- Agency. Nothing contained in this Agreement shall be construed as to create an agency relationship, joint venture or partnership between ContentPair, a Brand or an Expert. Neither party shall have the power to bind or obligate the other party in any way except as expressly set forth herein.
- Severability. The invalidity, illegality, or unenforceability of any provisions of this Agreement, by statute, court or otherwise, shall not affect the validity, legality, or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
- Governing Law, Venue. This Agreement shall be construed in accordance with the terms and conditions set forth in this Agreement and the law of the Commonwealth of Massachusetts, U.S.A, without regard to choice or conflict of laws principles that would cause the application of any other laws. All disputes which arise in connection with this Agreement or any claimed breach thereof, shall be resolved, if not sooner settled, by litigation only in Suffolk County, Massachusetts (or the Federal Court otherwise having territorial jurisdiction over such County and subject matter jurisdiction over the dispute), and not elsewhere, subject only to the authority of the court in question to order changes of venue.