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• Our Work Customer Stories Creative Portfolio Content Standard Resources 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

• Privacy Policy Your access to and use of the Platform continue to be governed by our Privacy Policy, which may be modified from time to time in accordance with its terms

• It is your responsibility to regularly check for updates to the Skyword Privacy Policy

• Please see our Privacy Policy for additional information

• 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

• 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
• Payment 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 You may terminate your participation in the Content Channel and/or Platform at any time by sending an email to your Channel Manager
• Skyword may terminate your participation in the Content Channel and/or Platform at any time for any reason or for no reason by sending an email to the email address associated with your Platform account
• Upon termination, any and all of your rights to participate in the Content Channels and/or use the Platform, and all of the rights thereunder, may be terminated at Skyword’s sole discretion
• All terms and conditions of this Agreement shall survive termination except that (i) Sections 2 and 6 and the first paragraph of Section 3 shall not survive and (ii) Section 5 shall only survive with respect to Content submitted prior to termination
• For the avoidance of doubt, no payments shall be due hereunder relating to any Content publication, distribution, or other use or consumption occurring after the effective date of termination of this Agreement
• For information about data collection and privacy, see our Privacy Policy
• 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
• 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
• Confidentiality 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