Seersite LLC Contributor Agreement
This Contributor Agreement (the “Agreement”) is a binding contract between you (the “Contributor”) and Seersite, LLC (“Seersite”), including its affiliates, effective as of the date last signed below or signing by electronic means such as clicking “I accept” or something of that nature (the “Effective Date”).
This Agreement sets forth the terms under which Contributor registers for Seersite’s Contributor Community (“Contributor Community”) and under which Contributor shall grant licenses and releases to Seersite to use and sub-license Contributor’s rights in such Services for commercial purposes and for any other purposes (including without limitation the right to feature and use the materials licensed under this Agreement by the Contributor on Seersite’s array of web and mobile properties and software applications, and the web and mobile properties and software applications of Seersite’s licensees and sub-licensees, which are collectively referred to as the “Seersite Platform”). Seersite welcomes you to the Contributor Community and looks forward to your contributions.
Contributor’s Services will become part of Seersite’s Contributor Community and be accessible by potential sub-licensors. Contributor covenants that it will provide Seersite with complete and correct information (including identity, credentials, resume, CV, titles, licensure details, etc.) in connection with Contributor’s registration for Seersite’s Contributor Community and regarding Contributor’s Services (as Contributor may update and provide that information from time to time, the “Registration Information”). Seersite will provide Contributor, or enable Contributor to establish, login credentials for Contributor’s access to and use of the Seersite Platform. Contributor agrees that Contributor is responsible for all activities occurring on the Seersite Platform using Contributor’s login credentials. Seersite may contact Contributor using its Registration Information with regard to such Services. Seersite is not obligated to use any of Contributor’s Services.
1. Contributor agrees to perform certain services for Seersite and deliver certain content (services and content together shall be referred to as “Services”). The required Services are set forth in Schedule A and governed by this Agreement and the Seersite Content and Contributor Guidelines.
2. Without limiting the generality of the foregoing, Seersite shall be under no obligation to publish the Services in any form or use it for any specific purpose. Seersite will make the final decision regarding whether any of the Services will be published or used on the Seersite Platform.
2. Relationship of Parties
1. The Contributor is an independent contractor, and not an employee of Seersite. Nothing in this Agreement shall be construed as creating an employer-employee relationship, as a guarantee of future employment or engagement, or as a limitation upon our sole discretion to terminate this Agreement at any time for any reason with or without cause. Contributor further agrees to be responsible for all of the Contributor’s federal and state taxes, withholding, social security, insurance, and other benefits, and Contributor shall not be eligible to participate in any employee benefit plan available to employees of Seersite.
2. Further, Contributor agrees that the Contributor is not authorized, in any way, to act on behalf of or as an agent of Seersite, is not eligible for any Seersite employment benefits based on their status as a Contributor, and cannot be identified as an employee of Seersite.
3. Contributor is acting in an individual capacity and not as a representative, nor on behalf of any other company or organizations (e.g., a past or present employer), except as otherwise agreed in writing between such organization and Seersite.
4. Contributor agrees to act in good faith, in a professional manner, to the best of the Contributor’s ability, and in accordance with this Agreement and Seersite’s Terms of Services, and all applicable laws and regulations at all times during the term.
1. Contributor acknowledges it and its affiliates are aware that the United States securities laws prohibit any person who has “Material Non-Public Information” (as defined below) concerning any company from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities; and that Contributor shall use best efforts to prevent the disclosure of any such Material Non-Public Information in providing or generating the Services hereunder. For purposes of the foregoing, “Material Non-Public Information” shall mean all non-public information that a reasonable investor would likely consider important in making an investment decision or non-public information that is reasonably likely to affect the market price of a security when it is publicly disclosed. Information is non-public if it has not been disseminated to the public in a manner reasonably designed to provide broad distribution, such as a required or voluntary filing with a government agency or regulatory body, a publication of general circulation, or a press release issued by an issuer or client. Material Non-Public Information can be positive or negative and may involve events with contingencies.
2. Contributor will not write about, post, disclose, or incorporate in any manner any of the following materials into the Services: (a) Material Non-Public Information (MNPI), including MNPI related to any company, security, industry, or pending government action or legislation; (b) any 3rd party proprietary information, including trade secrets, copyrighted information or business information belonging to past or current employers, companies for whom Contributor has consulted, or any other third party; information that Contributor has a duty or has agreed to keep confidential (e.g., by contract, fiduciary duty, etc.); (c) information that was disclosed to Contributor or to which Contributor was permitted access under the expectation or assumption that Contributor keep it confidential; and (d) information Contributor believes may be confidential, or which an objective third party would reasonably consider to be confidential. Additionally, Contributor shall not disclose any information that Contributor is otherwise prohibited from disclosing under applicable law or which might result in Contributor's breach of any regulatory, legal, ethical, or professional standard or rule of conduct.
3. Without limiting the generality of the foregoing, if the Contributor is an employee, agent, representative, manager, or director of a Public Company (as defined below) at any time during the Term (as defined below), Contributor will not discuss or disclose any information about that company (including without limitation any Material Non-Public Information). For purposes of the foregoing, “Public Company” shall mean any publicly traded corporation or other entity, the shares of common stock (or equivalent capital equity securities) of which are listed for trading on any one or more United States or other qualified securities exchange.
1. Contributor hereby agrees to grant to Seersite an unlimited, perpetual, transferable, sub-licensable (in whole or in part, through one or more tiers, and as otherwise provided herein), irrevocable, royalty-free, fee-bearing, worldwide license under all copyrights and other intellectual property rights in the Services to use, copy, modify, create derivative works of, display, publish (in any media), transmit, broadcast, telecast, publicly perform, market, promote, distribute, and otherwise exploit the whole or part of the Services, in all channels and in any media whatsoever (whether now known or hereinafter developed), including without limitation the Seersite Platform. Nothing contained herein shall prevent Contributor from continuing to enjoy the use of the Services for Contributor’s own personal use.
2. To the extent the Services that Contributor submits to Seersite contain any intellectual, personal, or other rights owned or otherwise licensable by Contributor (“Property Rights”), Contributor hereby agrees to grant to Seersite on Seersite’s request, an unlimited, perpetual, transferable, sub-licensable (in whole or in part, through one or more tiers, and as otherwise provided herein), irrevocable, royalty-free, fee-bearing, worldwide license under all copyrights and other intellectual property rights included in the Property Rights embodied in the Services, to use, copy, modify, create derivative works of, display, publish (in any media), transmit, broadcast, telecast, publicly perform, market, promote, distribute, and otherwise exploit in whole or in part, in connection with exploitation of the Services or derivatives thereof in all channels and in any media whatsoever (whether now known or hereinafter developed).
3. Contributor hereby irrevocably waives (and agrees to cause to be waived) any claims and assertions of moral rights or attribution with respect to the Services.
4. Contributor also agrees to grant to Seersite, and its respective successors and assigns and sub-licensees (collectively, the “Seersite Group”) the right to use separately or together Contributor’s name(s), voice(s), image(s), picture(s), biographies, or other likenesses (collectively, the “Likenesses”) to the extent included in the Services in connection with and to the same extent as the licenses granted by Contributor herein or otherwise agreed between Contributor and Seersite as provided for herein. Contributor further authorizes Seersite to use the Likenesses in-perpetuity on Seersite’s complete array of website and mobile properties, the Contributor Community, the Seersite Platform, and in other Seersite promotional materials. Contributor also understands and agrees that the Likenesses may be combined with other images, text, graphics, film, audio, audio-visual works, and may be cropped, altered or otherwise modified. Contributor relinquishes any and all rights to privacy and publicity with respect to exploitation of the Services and the Likenesses therein, and waives any right to inspect and/or approve works containing or derived from the Services and/or containing the Likenesses or the use to which said finished work may be applied. Contributor hereby releases, discharges and holds harmless the Seersite Group from all liability, including but not limited to any liability by virtue of any blurring, distortion, alteration or optical illusion, whether intentional or otherwise in connection with any use authorized in this Agreement. Contributor acknowledges and agrees that this license and release is binding upon Contributor’s heirs and assigns and is irrevocable.
5. Term and Termination
1. The term of this Agreement shall commence on the Effective Date and shall automatically renew on an annual basis.
2. This engagement will be “at will,” meaning it may be terminated by either Contributor or Seersite at any time, with or without cause. Upon termination, Contributor will be entitled to compensation actually earned up to the termination date, but no prospective or ongoing fees.
3. Termination or expiration of this Agreement shall not affect the provisions under Sections 4, 7, 8, 9, and 10 which shall survive any termination or expiration.
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1. As used herein, the term "Confidential Information" includes, but is not limited to, the editorial and marketing plans for Seersite, any non-public information regarding the business of Seersite, including but not limited to Seersite’s successors, assigns, agents or distributors, and Seersite’s products, and services, the terms of this Agreement, the compensation hereunder, and any information that should reasonably be understood to be confidential or proprietary. Confidential Information does not include: (a) information that was already within the public domain at the time the information is acquired by Contributor; or (b) information that subsequently becomes public through no act or omission of Contributor. Contributor agrees that all Confidential Information is and shall continue to be the Seersite’s exclusive property, whether or not prepared in whole or in part by Contributor and whether or not disclosed to or entrusted to Contributor’s custody. Contributor agrees to maintain the Confidential Information in confidence and not to use the Confidential Information for any purpose other than as expressly contemplated by this Agreement.
8. Warranties, indemnification, and Limitation of Liability
1. Contributor represents and warrants that: (a) this Agreement to deliver the Services does not violate any agreement or obligation between Contributor and a third party; (b) Contributor is responsible for the Services; (c) the Services (and any element thereof) do not violate or infringe the rights of privacy, publicity, or any other rights, including but not limited to copyrights or trademarks, of any third party, nor does the Services contain libelous or defamatory material; (d) the Services and all content contained therein is true and accurate; (e) Contributor shall perform the Services in a professional manner, and the Services shall be of a high grade, nature, and quality; and (f) Contributor shall perform the Services in a timely manner and meet deadlines agreed between Contributor and Seersite; that at all times, the Registration Information is true and accurate and/or shall be updated by the Contributor to be correct at any time that Contributor reasonably should know that any of the Registration Information previously provided to Seersite is no longer true or accurate.
2. Contributor will indemnify, defend and hold the Seersite Group harmless from and against any costs, losses, damages and expenses resulting from any claim, suit, action, or proceeding brought by any third party against the Seersite Group: (a) relating to or arising from a breach of the Contributor’s obligations (including without limitation those set forth under the section entitled “Restrictions”), representations and warranties hereunder or under Contributor’s agreements with any third party related to the Services; and/or (b) alleging the infringement or misappropriation of any intellectual property right or other proprietary right of any third party in connection with the Services and/or the Likenesses, or use thereof by the Seersite Group.
3. IN NO EVENT WILL THE SEERSITE GROUP BE LIABLE TO CONTRIBUTOR OR ANY OF CONTRIBUTOR’S AFFILIATES FOR ANY LOST PROFITS, LOST REVENUES OR LOSS OF BUSINESS ADVANTAGE, COST OF COVER, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT CONTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE SEERSITE GROUP’S TOTAL AGGREGATE LIABILITY TO CONTRIBUTOR FOR ANY DAMAGES OR ALLEGED DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT. THE LIMITATIONS SPECIFIED IN THIS SECTION SHALL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
9. Dispute Resolution
1. Mediation. Before proceeding with arbitration as provided in Section 9.2 of this Agreement, the parties shall attempt to resolve informally by mediation in the manner set forth herein any controversy, claim or dispute between Seersite on the one hand, and Contributor on the other hand, which arises out of or relates in any way whatsoever to this Agreement or the interpretation, breach or alleged breach of this Agreement; the Contributor's relationship with Seersite, or the Services rendered by Contributor (a “Dispute”). To commence informal mediation under this Section 9.1 a party shall send to the other party a written Notice of Dispute which identifies the matters which are the subject of the Dispute and the resolution of the Dispute which is sought by the party sending such notice. Within ten (10) days after delivery of a Notice of Dispute, an executive officer of Seersite and a person who is authorized by Contributor to resolve the Dispute shall hold a telephone conference or personal conference in a good faith attempt to resolve the Dispute. If the Dispute is not resolved as provided in this Section 9.1, any party may proceed with arbitration as provided in Section 9.2.
2. Arbitration. Any Dispute which is not resolved informally by mediation as set forth in Section 9.1 shall be resolved by final and binding arbitration to be held at a location to which Seersite and Contributor may agree in writing, administered by JAMS (Judicial Arbitration and Mediation Services). Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction. THE PARTIES UNDERSTAND THAT BY AGREEING TO THIS ARBITRATION PROVISION, THE PARTIES ARE WAIVING THEIR RIGHTS TO HAVE ANY AND ALL DISPUTES BETWEEN THEM (OTHER THAN DISPUTES CONCERNING INJUNCTIVE OR OTHER EQUITABLE RELIEF AS SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT) RESOLVED IN A JURY TRIAL OR IN A TRIAL TO A COURT.
10. Additional Terms
1. Contributor acknowledges and agrees to be subject to the Seersite Terms of Service, incorporated herein by reference as if fully recited herein. Contributor also agree to adhere to the Seersite Services and Contributor Guidelines. A copy of both of these has been furnished to Contributor upon Contributor’s approval as a Contributor, and they are updated from time to time.
2. Contributor acknowledges and agrees that Contributor has read the foregoing terms and conditions, that Contributor is at least eighteen (18) years of age, has the right to grant the licenses and/or releases hereunder and warrant that Contributor fully understands and agrees to the contents hereto.
3. Contributor also represents and warrants that Contributor will not disparage the Seersite Group. For the avoidance of doubt, “disparage” shall mean any negative statement, whether written or oral, about the Seersite Group and/or their successors, assigns, agents, or distributors. Contributor understands and acknowledges that this non-disparagement is a material term of this Agreement.
Description of Services
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