Content Contribution Agreement

PLEASE READ THIS CONTENT CONTRIBUTION AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE SUBMITTING ANY CONTENT TO THE CAPWAY WEBSITES AND/OR MOBILE APPLICATIONS (THE “PLATFORM”).

BY CLICKING ON THE “SUBMIT” BUTTON, AND/OR UPLOADING, SUBMITTING, SENDING OR OTHERWISE PROVIDING YOUR CONTENT, AS DEFINED HEREIN, THE INDIVIDUAL OR ENTITY THAT IS CLICKING ON THE “SUBMIT” BUTTON, AND/OR UPLOADING, SUBMITTING, SENDING OR OTHERWISE PROVIDING ITS CONTENT IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND AGREES TO BE BOUND BY THE SAME. IN THIS RESPECT, CLICKING THE “SUBMIT” BUTTON CONSTITUTES YOUR ELECTRONIC SIGNATURE TO THIS AGREEMENT AND CREATES A BINDING LEGAL AGREEMENT BETWEEN CAPWAY, INC. (“CAPWAY”, “WE”, “US” OR “OUR”) AND THE INDIVIDUAL AND/OR ENTITY CLICKING ON THE “SUBMIT” BUTTON AND/OR UPLOADING, SUBMITTING, SENDING OR OTHERWISE PROVIDING CONTENT (“CONTRIBUTOR” OR “YOU”). BY EXECUTING THIS AGREEMENT VIA THE “SUBMIT” BUTTON, AND/OR UPLOADING, SUBMITTING, SENDING OR OTHERWISE PROVIDING YOUR CONTENT, IF YOU, AN INDIVIDUAL, ARE EMPLOYED WITH AN ENTITY AND ARE EXECUTING THIS AGREEMENT VIA THE “SUBMIT” BUTTON, AND/OR UPLOADING, SUBMITTING, SENDING OR OTHERWISE PROVIDING CONTENT ON BEHALF OF THAT ENTITY, YOU REPRESENT AND WARRANT TO CAPWAY THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ENTITY, AND THE TERM “CONTRIBUTOR” SHALL REFER TO THE ENTITY.

IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, DO NOT PRESS “SUBMIT” AND YOU ARE NOT AUTHORIZED TO UPLOAD, SUBMIT, SEND OR OTHERWISE PROVIDE YOUR CONTENT TO THE CAPWAY PLATFORM.

1. Modifications to Agreement. This Agreement is subject to change by us in our sole discretion at any time. When changes are made, we will make a new copy of this Agreement available on the Platform. If we make any material changes, we will also send an email to you at the last email address you provided to us. Any change will be effective immediately for any new Content you upload and—for existing content—such change will be effective thirty (30) days after posting notice of such changes on the Platform. We may require you to provide consent to the updated Agreement in a specified manner before further use of the Platform is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you will stop using the Platform and remove all of your Content.
2. Account. This Agreement applies solely to your provision of Content and our distribution of that Content; it does not apply to any other services or functionality offered by CapWay, including any content you may license from CapWay or another contributor. If you do not have a CapWay account already, you will need to register and create an account prior to uploading Content. You will need to have and maintain a current account with CapWay to submit your Content. You agree to provide accurate personal and business information prior to using the Platform and to update the information as necessary to keep it accurate. You agree to notify us immediately of any unauthorized use of your account.
3. Content
   1. Submission. From time to time during the Term, subject to the terms and conditions of this Agreement, Contributor may create and submit to Company certain works of authorship including but not limited to articles, charts, photographs, drawings, analyses, multimedia, videos, podcasts, testimonials and storytelling, gaming, and animation (the “Content”) for the purpose of providing financial services information and education.
   2. Content Requirements. All Content must comply with the Content Guidelines on our website, as may be amended from time to time, at all times, which may include but are not limited to character number limits, video length limits, and no profane, racist, sexist, or offensive Content. Prior to submission of the Content, Contributor shall obtain from any persons who are, or whose property is, identified, depicted, or otherwise referred to in such Content, such written and signed licenses, permissions, waivers, and consents, including those relating to publicity and privacy, as are or reasonably may be expected to be necessary for Company, including its licensees, successors and assigns, to exercise its rights in such Content, including all intellectual property rights therein, without incurring any payment or other obligation to, or otherwise violating any right of, any such person.
   3. Content Representations and Warranties. You represent and warrant that you have no restrictions that would impair your ability to perform your obligations under the Agreement and have not and will not enter into any agreement that is inconsistent with your obligations hereunder; and that you are creator of the Content or have obtained and currently hold valid and sufficient rights, including under copyrights, to grant the rights granted herein. You further represent and warrant that all Content submitted by you, as well as our use (and our End User’s use) thereof, does not and will not: (i) infringe upon, violate, or constitute misappropriation of any copyright, trademark, trade secret, right of publicity, right of privacy, moral rights, or any other proprietary rights of any third party, and no third party intellectual property rights would be infringed by any act contemplated by this Agreement; (ii) be subject to any liens, encumbrances, and claims or demands of third parties; (iii) contain any digital rights management tools or technology, watermarks, markings or other proprietary notices; (iv) contain unlawful, obscene, explicit, libelous, or racially, ethnically or otherwise objectionable materials; (v) violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (vi) promote discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vii) contain any viruses, spyware, “Trojan horses,” or other “malware” or harmful code, and will not cause injury to any person or damage to any property. You further agree to take no action that would interfere with the use and enjoyment of your Content by us or our end users.
4. Approvals. CapWay retains the right, but not the obligation, to review, and to approve or reject in its sole discretion, all Content that is submitted to its Platform. We may provide notice to you of our approval or rejection of your Content, but are not obligated to do so. Only Content that is approved by us will be published on our Platform.
5. Grant of Rights. Contributor hereby grants to Company and its affiliates, and each of their respective direct and indirect licensees, end users, successors, and assigns (collectively, “Licensee”), a perpetual, irrevocable, freely transferable and sublicensable, fully paid-up and royalty-free right and license to use the Content, including all copyrights and other intellectual property rights therein and all renewals and extensions thereof, in all formats and media, whether now known and existing or hereafter discovered or developed, throughout the universe, for all or any purposes whatsoever. For purposes of clarity and without limiting the foregoing, Contributor agrees that the foregoing grant includes the rights: (a) to modify, edit, combine with other materials, translate, include in collective works, and create derivative works of the Content (collectively, “Adapt”, and “Adapted” and “Adaptation” have correlative meanings), provided that we will not materially change the character of such Content; (b) to reproduce, perform (publicly or otherwise), display (publicly or otherwise), and transmit the Content, in whole or in part, and as provided by Contributor unmodified or Adapted, and (c) to include the Content, in whole or in part, and as provided by Contributor unmodified or Adapted in any premium programs offered by CapWay to its customers, whether for profit or not for profit, free of any reimbursement or compensation to Contributor, and Contributor hereby waives any claim of compensation for such use.
6. Ownership. Contributor will own and retain all right, title, and interest in and to the Content, subject to the license granted in Section 5. Licensee will own and retain all right, title, and interest in and to all Adaptations of the Content made by, or by any third party for the benefit of, Licensee, subject to Contributor's rights in the underlying Content.
7. Use of Contributor's Name, Likeness, and Information. Contributor hereby grants to Company and its affiliates, and each of their respective direct and indirect successors, licensees, and assigns, the right to use Contributor's name, image, likeness, and biographical and professional information (including information Contributor provides to Company and any other information about Contributor that is publicly available) in connection with the Content and any Adaptations, including to advertise and promote the same or any product or service that features or includes at least one of the Content, in whole or in part, as provided by Contributor unmodified or as Adapted.
8. Term and Termination.
   1. Term. This Agreement will commence on the date when you accept it (as described in the preamble above) and will continue for one (1) year, unless earlier terminated in accordance with this Section 8. The Agreement will then automatically renew for successive one (1)-year terms, unless either party provides written notice of its desire not to renew at least thirty (30) days prior to the expiration of the then-current term (the initial term, together with any renewal terms, collectively, the “Term”).
   2. Termination. Either party may terminate this Agreement in the event the other party materially breaches the terms of this Agreement and fails to cure such breach within ten (10) days after receipt of written notice of default. Additionally, either party may terminate this Agreement for convenience upon thirty (30) days prior written notice. We may also terminate this Agreement if you delete your account on the CapWay Platform.
   3. Effect of Termination. Any licenses granted to Content during the Term hereof will continue in full force and effect. We will use reasonable efforts to remove Content within thirty (30) days of the end of the Term. If, following termination, despite our good faith and reasonable efforts to remove all Content, Content is still available, you may not assert any claim against us arising from the continued availability of Content until you have identified with particularity and in writing the location and access points for any such content and given us at least one (1) week following our receipt of such notice to remove access to such content. Additionally, CapWay may keep one archival copy of the Content as long as such copy is not commercially exploited by CapWay. Sections 3(c), 5, 6, 7, 8(c), 9, 10, and 11 will survive expiration or termination of this Agreement for any reason.
9. Indemnification. Contributor shall indemnify, defend, and hold harmless Company and its affiliates, and its and their respective officers, directors, employees, agents, successors, and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs, and expenses, including attorneys' fees and disbursements (each, a “Claim”), arising from or relating to (i) any material breach by Contributor of its representations, warranties, or other obligations hereunder; and (ii) any third party claim or action brought against the Company alleging that any Content licensed to CapWay hereunder (a) infringes or violate in any manner any intellectual property right of any third party or (b) contains material or information that is false, deceptive, misleading, obscene, defamatory, libelous, slanderous or that violates any right of publicity or privacy or any other federal, state or local law. Contributor’s indemnification obligations hereunder will be subject to: (i) receiving prompt written notice of the existence of any Claim from Company (provided that any delay in notification shall not release Contributor of its indemnification obligation except to the extent Contributor is materially prejudiced by such delay); (ii) being given the sole right, at its option, to control the defense of such Claim, provided that any settlement that admits liability or imposes any financial obligation on the Company will be subject to the prior written approval of the Company; (iii) permitting the Company to participate in the defense of any Claim at its own expense; and (iv) receiving reasonable cooperation of the Company in the defense of such a Claim.
10. Limit on Liability.
    1. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, EACH PARTY DOES NOT MAKE, AND DISCLAIMS, ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, IN CONNECTION WITH THIS AGREEMENT. FURTHER, WE ARE SIMPLY PROVIDING A PLATFORM THROUGH WHICH YOU CAN SUBMIT YOUR CONTENT. WE ARE NOT RESPONSIBLE FOR THE ACTIONS OF ANY THIRD PARTIES WHO MAY USE OR EXPLOIT YOUR CONTENT ONCE IT IS MADE AVAILABLE TO THE PUBLIC THROUGH OUR PLATFORM. CAPWAY MAKES NO WARRANTY THAT THE PLATFORM OR YOUR USE THEROF WILL BE UNINTERRUPTED OR ERROR-FREE.
    2. Limitations. WE WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL, OR RELIANCE DAMAGES RELATED TO THIS AGREEMENT. CONSEQUENTIAL DAMAGES INCLUDE LOST DATA, LOST PROFITS, LOST REVENUES AND LOST BUSINESS OPPORTUNITIES, WHETHER YOU WERE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES. EXCEPT FOR OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT OR RELATED TO THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS ($100.00). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE PARTIES HAVE NEGOTIATED THIS AGREEMENT WITH DUE REGARD FOR THE BUSINESS RISK ASSOCIATED WITH THE ARRANGEMENTS DESCRIBED IN THIS AGREEMENT.
11. Miscellaneous.
    1. Relationship of the Parties. Contributor is an independent contractor of Company, and this Agreement will not be construed to create any association, partnership, joint venture, employee, or agency relationship between Contributor and Company for any purpose. Contributor has no authority (and shall not hold itself out as having authority) to bind Company and shall not make any agreements or representations on the Company's behalf without Company's prior written consent.
    2. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter.
    3. Assignment. This Agreement is personal to Contributor. Contributor shall not assign or otherwise transfer any of its rights, or delegate, subcontract, or otherwise transfer any of its obligations or performance, under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 11(c) is void. Company may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
    4. Governing Law; Venue. This Agreement is governed by and construed in accordance with the internal laws of the State of Louisiana without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of, or related to, this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of Louisiana in each case located in the Parish of Orleans although we retain the right to bring any suit, action, or proceeding against you for breach of this Agreement in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
    5. Notice. All notices required or permitted hereunder will be in writing, delivered personally, by email, or by nationally recognized overnight courier (e.g., FedEx) at the parties’ respective addresses set forth on the accounts page. All notices will be deemed effective upon personal delivery, or when received if sent by email or overnight courier. You agree that we may send any privacy or other notices, disclosures, reports, documents, communications and other records regarding this Agreement (collectively, “Notices”) in electronic form to: (1) the email address that you provided during registration, or (2) by posting the Notice on the Platform. The delivery of any Notice is effective when posted to the Platform or sent by us (whichever first occurs), regardless of whether you read the Notice when you receive it or whether you actually receive the delivery. You can withdraw your consent to receive Notices electronically by canceling your account. You must give notice to us in writing via email to info@capway.co or another address otherwise expressly provided. You agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing.