Expert Contributor Agreement
In this Agreement, whenever we use the term “including,” or “include”, or “includes,” it means “including, without limitation,” “includes, without limitation” or “include, without limitation.” Also, when we say, “in our discretion” we mean “in our sole and absolute discretion.”
- THE SERVICE. Exclusivia operates a private online service (the “Service”), which includes a website (“Site”) featuring a community of high-performing subject matter experts like you, curated by Exclusivia (“Experts” or “you”). Experts may offer products, services, recommendations (including endorsements), advice, images, writings, media containing their name and likeness and other content (“Content”) to users of our Service who are members of Exclusivia. (“Members”).
- CONTENT. Content you contribute may include intellectual property belonging to you, such as photographs, images, and illustrations, any of which may include, your name and likeness, your voice, marks, artwork, fonts, templates, diagrams, reports, collages, collections, videos, audio files, music, compositions, podcasts and other media of any kind, as well as text and other writings of any kind, including but not limited to descriptions, instructions, surveys, survey responses, comments, reviews, posts, blog posts, and partial or entire proprietary works, for use by Members (“Intellectual Property”). To the extent you contribute any Content to the Service, you are referred to as a “Contributor.”
- AUTHORIZATION TO CONTRIBUTE CONTENT. You are solely responsible for all Content (including Intellectual Property) you contribute to the Service. You represent and warrant to us that (a) you are either the sole and exclusive owner of Content you contribute or you have all rights, licenses, consents and releases that are necessary to grant to us the rights you are granting in or to that Content; and (b) neither the contribution of the Content nor the posting, uploading, publication, sending or receiving of the Content or our use of the Content on the Site or otherwise will infringe, misappropriate or violate a third party’s trade secrets, intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You agree to notify us immediately during the period your Content is published on the Site if you become aware of any circumstance which would make any of these representations inaccurate or untrue in any way. You also agree to indemnify and hold us harmless from any costs, expenses, claims, damages or other liability of any nature whatsoever that we might experience, including reasonable attorneys’ fees and costs (individually and collectively, “Liability”), as a result of inaccurate or untrue representations and warranties.
- RELEASES. By submitting Intellectual Property to Exclusivia, you agree that, if we request it, you will provide valid and accurate releases for all non-editorial Intellectual Property you upload to Exclusivia, including Intellectual Property that, in our sole judgment, contains a face or an image of an identifiable person, other identifiable attribute (including voice), or property. If you do not have a release for such Intellectual Property, we may choose not to publish that Content. You agree that you are solely responsible for keeping all original releases and maintaining complete and accurate release records for all Intellectual Property you contribute. You agree to electronically submit all applicable releases to us with any Intellectual Property you submit for approval and publication. You acknowledge and agree that if you submit falsified, inaccurate or otherwise defective releases, that constitutes a material breach of this Agreement and can result in consequences, such as the immediate termination of all of your accounts without prior notice and legal action. You also agree to indemnify and hold us harmless from any Liability we might experience as a result of falsified, inaccurate or defective releases.
- GRANT OF CONTENT LICENSE. As a Contributor, you retain ownership of Intellectual Property you contribute. To receive the benefits offered by Exclusivia, you grant us a world-wide, perpetual, irrevocable and non-exclusive license to, among other things, market, sell, distribute, publish, modify, edit, translate and adapt Content (including Intellectual Property) you contribute in and to any medium or form, including, without limitation, the perpetual, exclusive and irrevocable right to publish Content created collaboratively with you to the general public for purposes of marketing the Service and for any other purpose that is legal and is not disparaging to you and does not put you in a negative light. You agree that we may grant, assign or sublicence any rights you have granted to us under this Agreement to our affiliates for any use or purpose connected with our Service throughout the world.
- CONTENT COLLABORATIONS. As an Expert, you might create or participate in interviews and otherwise create Content collaboratively with Exclusivia or otherwise create Content or unique compilations, packages or offerings of Content or services (“Compilations”) that you have agreed to offer exclusively through the Service. You hereby grant to Exclusivia the world-wide, perpetual, irrevocable and exclusive right to, among other things, market, sell, distribute, publish, modify, edit, translate and adapt such Content and Compilations in and to any medium or form, including the perpetual, exclusive and irrevocable right to publish Content created collaboratively with you to the general public for purposes of marketing the Service and for any other purpose that is legal and is not disparaging to you and does not put you in a negative light. To the extent that collaborative Content contains your Intellectual Property, you will retain ownership of such Intellectual Property and grant us the same rights to it as you grant us in Section 7 of this Agreement. To the extent that collaborative Content contains Intellectual Property created by Exclusivia, we retain ownership of that Intellectual Property and hereby grant you a revocable non-transferable license to publish such Content in any manner, provided that the nature and purpose of such publication is legal and the Content is not modified, the publication reasonably attributes Content to Exclusivia by name, and publication is not done in a manner that would be disparaging to Exclusivia or otherwise put Exclusivia in a negative light.
- CONTRIBUTOR GUIDELINES. You agree to follow Exclusivia’s Contributor Guidelines in submitting Content. We may choose to limit your Content submissions if Member acceptance falls below the minimum thresholds listed on the Contributor Guidelines, and we may reject Content for any reason, in our discretion. Repeated submission of Content that does not adhere to the Contributor Guidelines may result in the termination of your Exclusivia Contributor account, your Member account (if applicable) or both, in our discretion.
- CONFLICTS OF INTEREST. Our Members depend on the integrity of Content contributed by Experts, and particularly their opinions and recommendations (“Recommendations”). Accordingly, as an Expert, at the time you contribute Content, or, if you become aware of a conflict of interest after contributing Content, you agree to disclose to us any existing or potential conflict of interest that might influence or have an appearance of influencing your Recommendations. A conflict of interest can be defined as an interest that is not fully apparent and may influence an Expert’s judgment and which, if revealed later, would make a reasonable person feel misled or deceived (“Conflict of Interest”). For example, if you or your affiliate (such as a company owned or controlled by you) own, invest in or manage a company that sells a product, and you recommend that product, you must disclose your interest to us as a Conflict of Interest in enough detail so we can understand the nature of the Conflict of Interest. We reserve the right in our discretion to publish or deny publication of any Content submitted to us for which a Conflict of Interest exists. You must use our Conflicts of Interest Disclosure to disclose a Conflict of Interest to us Without limiting our rights or remedies at law or in equity, your failure to timely or sufficiently disclose a Conflict of Interest may result in termination of your status as an Expert on the Service and cancellation of your Contributor account or Member account or both, in our discretion. If an undisclosed Conflict of Interest results in Liability for Exclusivia of any nature whatsoever, you will indemnify and hold us harmless from and against all such Liability.
- TREATMENT OF CONTENT AND REMOVAL. Exclusivia has the right to refuse Content for any reason or no reason in its sole discretion. We also have the right to remove any Content from the Service at any time for any reason or no reason in our discretion (including our belief that your submission would or does subject us to Liability, puts the Service or the Site in a negative light or if your Content violates the terms of this Agreement or our Contributor Guidelines).
- PROHIBITED USES. If you fail to comply with the terms and conditions of this Agreement, such failure would constitute a breach. Without limiting the foregoing, , if you do any one of the things described at this link Prohibited Uses, you would breach this Agreement (“Prohibited Uses”). You agree to indemnify and hold us harmless from and against any Liability suffered by Exclusivia as a result of your breach of this Agreement.
- PERMISSIONS. You understand and agree that we may, in our sole discretion:
- monitor anything you download or export (by any means, “Export”) from or upload to the Service, as frequently as we in our discretion determine;
- retain for an indefinite period details of Content that you have Exported;
- track any abuse of your accounts in connection with the Service or in connection with this Agreement;
- create collections of Content chosen by Exclusivia in its sole discretion from each Contributor, where Members can browse Content contributed by a specific Contributor or group of Contributors;
- offer Content contributed by you for free to Members;
- apply or edit the metadata to Content on the Service for the purposes of search optimization and discoverability of the Content and/or the Service.
- LIABILITY DISCLAIMER. Exclusivia does not investigate the accuracy, integrity or originality of Content contributed by Experts and published on the Service. By contributing Content, you agree to hold harmless, defend and indemnity Exclusivia from and against any Liability suffered by Exclusivia as a result of its publication of any Content contributed by you.
- TIME. Time is of the essence with respect to performance of obligations described in this Agreement. Timeframes within this Agreement will be calculated using calendar days, but if a timeframe within this Agreement ends on a weekend day or nationally-recognized holiday within the United States of America, then the timeframe shall be deemed to end on the next day which is not a weekend day or nationally-recognized holiday.
- NOTICE. As an Expert, you must make sure that Exclusivia knows how to contact you. You must keep us informed at all times of your current primary physical mailing address, your primary email address and your telephone number, in case we need to contact you. You can do this by making sure your accounts with us have the correct addresses and telephone numbers at all times. Any notice we send you will be sent to the last address we have on file for you. You agree that we may send any notices to you in connection with this Agreement exclusively to your primary email address, and that any notice delivered to you by that method will be considered to be received as of the date our email program indicates it was sent to you.
- ATTORNEYS’ FEES. In any litigation or administrative proceeding resulting from a dispute under this Agreement, the prevailing party is entitled to recover reasonable attorneys’ fees and costs from the non-prevailing party.
- DUE AUTHORITY. By submitting Content or otherwise using our Service as an Expert, you represent that you agree to the terms of this Agreement and that you are fully authorized to and have received all necessary permissions and approvals to enter into this Agreement.
- JURISDICTION AND VENUE. THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF TEXAS AND STATE COURTS OF COMPETENT JURISDICTION WITHIN BEXAR COUNTY, TEXAS, AND THE SUPREME COURT OF THE STATE OF TEXAS SHALL HAVE JURISDICTION IN ANY LITIGATION OR OTHER COURT PROCEEDING WITH RESPECT TO ANY MATTER ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, AND BOTH EXCLUSIVIA AND YOU HEREBY SUBMIT TO JURISDICTION AND CONSENT TO VENUE IN SUCH COURTS, AND WAIVE ANY DEFENSE BASED ON FORUM NON CONVENIENS.
- WAIVER OF TRIAL BY JURY. EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY LITIGATION OR OTHER COURT PROCEEDING WITH RESPECT TO OR RELATED IN ANY WAY WITH ANY MATTER ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT