Scopio Contributor Agreement


For Subscription and Marketplace Contributors

This Contributor Agreement (“Agreement”) governs the terms by which you (“contributor” or “you”) make your digital media available to Scopio Technologies Inc., a Delaware Corporation (“Company”) providing you with social media content management and marketing services for distribution and/or licensing (“Services”) by our users (“Users”).  

This Agreement applies to any digital media, including photographs, illustrations, video, audio, and any other audiovisual works made available by your consent or submitted to us, together with any metadata, tags, captions, information or releases relating to the media you provide to us (“Content”).

Scopio facilitates the direct upload of Content to websites and other digital properties operated by Users and the collection of Content from social media sites via our subscription platform (“Dashboard”), and the licensing of Content submitted directly to our marketplace website (“Marketplace”).

We have the right in our sole discretion, and for any reason, to accept or reject any Content and remove same from our Services.

Definitions

Content: digital media including photographs, illustrations, video, audio, and any other audiovisual works made available to Users by Contributor and any metadata, tags, captions, information or releases relating to the Content.

Contributor: person or authorized entity who makes their Content available to Users via the Scopio Services pursuant to a Contributor Agreement.

Dashboard: personalized tool provided as part of the Subscription service for Users to manage and facilitate the direct upload of Content to websites and other digital properties they operate.

Digital Rights: includes emails, web pages, social media pages operated by the Subscriber, internal corporate use or mobile-only apps operated by Subscribers.

Distributors: third-party vendors who market and sub-license the Content from our Marketplace worldwide.

Marketplace: platform for licensing Contributor’s Content directly to our users.

Other Rights: print media, Broadcast, Cable, TV, Theatrical, Merchandise, Advertisements and Templates.

Services: Scopio’s social media content management and marketing services for distribution and/or licensing of Content, including but not limited to, its Subscription Service, Dashboard, Platform and Marketplace.

Subscription: monthly access to personalized Dashboard and other subscription services by Users to facilitate the direct upload of Content by Users.

Subscriber: person or persons authorized to utilize the Dashboard and subscription services provided by Scopio.

Users: individuals or entities who utilize our Services to 1) facilitate the direct upload of Content to websites and other digital properties they operate via our Dashboard and Subscription platform and/or 2) license content directly via our Marketplace.

#YesUsername: metadata tag combining hash symbol, the word Yes and relevant Username, which when tagged by Contributor in response to a request on a social media platform, grants permissions.

You Retain Copyright

You will retain complete ownership of your Content, including copyright and other intellectual property rights, except that you agree to specifically waive any moral rights (such as the right to attribution and the right to prevent destruction or modification of your Content) to the extent permitted by law. If no waiver is permitted, you agree not to enforce the right against Scopio and Users. Scopio agrees to take commercially reasonable steps to ensure your rights are not violated, however Scopio has no obligation to pursue legal action against an alleged infringer of your rights or to police for instances of infringement.

Rights You Grant

You provide consent to use our Services either via “#YesUsername” and/or by accepting the terms of this Agreement.  In addition, you grant Scopio and its Users and third-party service providers who provide content management services, the worldwide, perpetual, irrevocable, royalty-free, fully-paid, non-exclusive, transferable right to reproduce, display, broadcast, transmit and distribute (“Use”) your Content (including incorporating the Content in derivative works emails, web pages, social media pages operated by the Subscriber, or mobile-only apps operated by Subscribers. (“Digital Rights”). Users do not pay for Digital Rights.

You grant Users who wish to use the Content in other media, including but not limited to print media, broadcast, cable, TV, theatrical, merchandise, advertisements, Templates and Merchandising (“Other Rights”) the worldwide, perpetual, irrevocable, royalty-free, non-exclusive, transferable right to use your Content in connection with the Other Rights.

The User may, in connection with Other Rights, combine your Content with other materials, alter and/or edit your Content in any manner in their sole discretion, with no obligation to you whatsoever. 

You grant the Subscriber the right to use your username, real name (if disclosed), social media handle, profile image, likeness, caption, hashtags, disclosed location or other identifying information in connection with any use of your Content.

If you submit, or make your Content available for the Marketplace, you grant Scopio the non-exclusive permission to: (a) market, license, and distribute your Content throughout the world, directly or through third-party affiliates, distributors, or marketing entities ("Distributors") and (b) to permit third parties to use the Content, alone or in combination with any other material, in any media now known or later developed, for any lawful purpose (c) sub-licensable

In addition, you grant Scopio and its Distributors permission, but not the obligation, to use your name and Content to promote, advertise, and market Scopio and its Distributors in any media, without further compensation. Scopio and its Distributors have complete and sole discretion regarding the terms, conditions, and pricing of Content provided to its Users.

Compensation

If you participate in the Marketplace, or your Content has been licensed for Other Rights as part of our Dashboard, on a subscription basis, when Users use your Content, Scopio will set the prices for the use and share licensing fees with you on a quarterly basis by making payments to you through your selected payment method.

You acknowledge that Users may Use your Content solely for Digital Rights or Other Rights without compensation. 

Scopio may exclude or deduct any of the following from the calculation of the license fees payable to you: refunds and expenses such as conversion costs, taxes or duties, bank transfer fees, and commissions, where applicable, chargebacks or uncollectible funds.

Scopio will use commercially reasonable efforts to compensate you no later than thirty (30) days following the end of each calendar quarter. Scopio may postpone compensation until the payments owed to you exceed U.S. $25.00.

Unless otherwise agreed between you and Scopio, you are solely responsible for providing updated payment and contact information to Scopio. In the event Scopio is unable to contact you or remit compensation to you for a period of twelve (12) months, Scopio may, in its sole discretion, terminate the Agreement and remove your Content.

Credit and Metadata

You acknowledge Users and Distributors may not credit you as the owner of your Content when they use it, and Scopio or its Distributors may be identified as the source of the Content. In addition, Users and Distributors may alter, remove, or add to your Content's metadata without any liability to Scopio, its Users, or Distributors.

If your post contains an endorsement or testimonial of a product or service, you agree it is a true and accurate expression of your belief based on use of the product or service and you have disclosed receipt of any free product or incentive for providing the post.

REPRESENTATIONS, WARRANTIES and DISCLAIMER

(a) You represent and warrant as of the date of this Agreement and the date of each consent or submission of Content as follows:

(i) You have full power and authority to enter into this Agreement, and if you are an individual, you are at least 18 years of age, or your lawful guardian has entered into this Agreement;

(ii) You are the original sole owner and copyright holder in your Content and/or you have obtained from such owner the legal authority to grant Users, Distributors and Scopio the permission granted in this Agreement;

(iii) Your Content is original and does not infringe on, violate or misappropriate any third-party copyright, trademark, rights of privacy, publicity, moral rights, or any other third-party right, or defame any third party, and it is not pornographic or obscene;

(iv) Any caption information, keywords, metadata, or other information submitted with your Content is relevant, accurate, complete, and does not contain false or misleading information; and

(v) Your Content contains no spyware, viruses, Trojan horses, or other similar harmful programming routines or code.

(vi) All information provided under your Scopio account or User ID is accurate and complete and you agree to update such information as is necessary.

(vii) You maintain proper records regarding your content and will make records available upon request.

(b) Scopio represents and warrants as of the date of this Agreement as follows:

(i) has the full right and authority to execute this Agreement and perform its obligations hereunder according to the terms;

(ii) will use commercially reasonable efforts to provide the services described herein: and

(iii) will not knowingly provide your Content for any pornographic, defamatory, libelous, or otherwise illegal use.

INDEMNIFICATION

You agree to indemnify and hold Users, Distributors and Scopio and their respective officers, directors, employees, and agents harmless from any claims, liabilities, losses, and damages (including reasonable attorneys' fees and expenses) arising from any breach of any representation or warranty under this Agreement. You agree that Scopio may retain any amounts due to you under this Agreement to the extent Scopio is owed any sum under this Section.

This indemnity does not apply to costs arising solely and directly from: any addition to or change, omission, or deletion by Scopio of information supplied by you; or

third party use of any Content in a manner not permitted by the terms of this Agreement.

Scopio agrees to indemnify and hold you and, if you have them, your officers, directors, employees, and agents harmless from any claims, liabilities, losses, and damages (including reasonable attorneys' fees and expenses) arising from any breach of any representation or warranty, or any failure to perform any covenant or agreement under this Agreement.

Scopio reserves the right, at your expense, to assume the exclusive defense of any matter, otherwise subject by indemnification by you, and you agree to cooperate in Scopio’s defense of such claim.

LIMIT OF LIABILITY

SCOPIO WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO CONTENT OR MATERIAL SUBMITTED TO SCOPIO. SCOPIO'S MAXIMUM AGGREGATE LIABILITY (WHETHER IN TORT, NEGLIGENCE, CONTRACT, OR OTHERWISE) FOR ANY CLAIM ARISING UNDER THIS AGREEMENT, THE USE OF CONTENT PROVIDED HEREIN BY SCOPIO, DISTRIBUTORS OR USERS, OR THE USE OF THE SERVICES OR WEBSITE, WILL NOT EXCEED THE FEES COLLECTED BY SCOPIO FOR THE CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM. YOU ACKNOWLEDGE THAT SCOPIO WILL NOT BE RESPONSIBLE FOR THE MISUSE OF YOUR CONTENT BY THIRD PARTIES. NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, EVEN IF SUCH PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES.SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

TERMS AND TERMINATION

This Agreement will continue in effect until terminated by either party by providing the other party with thirty (30) days' written notice. Within ninety (90) days after termination of this Agreement, Scopio will remove your Content from the Service and inform its Distributors to remove your Content; provided, however, that Scopio (and its Distributors) may retain copies of your Content solely for archival and record-keeping purposes.

Scopio will not be responsible if any Distributor fails to remove your Content upon request. Any rights to use your Content granted to third parties prior to termination of this Agreement will remain valid in accordance with the terms of its license agreement.

After termination, Scopio will continue to make payments due to you in accordance with the Compensation section of this Agreement.

General Provisions

Nothing in this Agreement will constitute the relationship of an employer and employee, a principal-agent, partnership or a joint venture between you and Scopio.

This Agreement is binding upon and shall inure to the benefit of the parties' heirs, executors, administrators, successors, and permitted assigns.

Scopio may assign any of its rights and delegate any of its obligations under this Agreement. Contributor's obligations under this agreement are personal and may be assigned only with

Company's prior written consent; however, Contributor's right to receive payment may be assigned without Company's prior written consent.

Notices may be served by email or by mail, at the election of Scopio.

You and Scopio agree to notify each other promptly of any change in email or mailing address for the purpose of sending notices pursuant to this Agreement.

This Agreement will be interpreted in accordance with the laws of the State of New York, without regard to its laws regarding conflicts of law. The parties agree to submit to the exclusive jurisdiction of the federal or state courts located in the State of New York, County of New York.  

In the event any provision of this Agreement is deemed unenforceable or invalid by any court of competent jurisdiction or under any applicable law, such enforceability or invalidity will not render this Agreement unenforceable or invalid as a whole, and in such event the provision will be changed and interpreted so as to best accomplish the objectives of such provision.

No express or implied waiver by either party of any provision of this Agreement or of any breach or default of the other party will constitute a continuing waiver, and no waiver by either party will prevent such party from enforcing any and all other provisions of this Agreement or from acting upon the same or any subsequent breach or default of the other party.

This Agreement incorporates the entire understanding of the parties concerning the subject matter contained in it and merges all prior and contemporaneous communications.

All notice of changes to this Agreement will be posted on the Scopio website for thirty (30) days. Modifications may include, but are not limited to, changes to the payment procedures. All such modifications will take effect thirty (30) days following notice to you and/or posting on the website, unless Scopio indicates otherwise.