TERMS OF SERVICE
This Freelancer Agreement (Agreement) is hereby made by and between you (Freelancer) and Contently, Inc. (Contently), and contains the terms and conditions that apply to Freelancer’s use of the Platform (as defined below) offered by Contently at https://contently.com (Website, together with the Platform, the Services) .
BY CLICKING ON THE “ACCEPT” BUTTON OR ACCESSING OR OTHERWISE USING THE SERVICES, FREELANCER HEREBY REPRESENTS AND WARRANTS THAT IT IS DULY AUTHORIZED TO ENTER INTO AND BIND FREELANCER OR THE ENTITY FREELANCER REPRESENTS TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ACKNOWLEDGES AND AGREES THAT ALL SUCH USE BY FREELANCER IS SUBJECT TO SUCH TERMS AND CONDITIONS. IF FREELANCER DOES NOT AGREE TO THESE TERMS OR IS NOT AUTHORIZED TO BIND THE ENTITY FREELANCER REPRESENTS, DO NOT CLICK THE “ACCEPT” BUTTON.
1. Account Registration
To sign up for the Services or to otherwise provide the Freelancer Services (as defined below), you must (i) complete certain Platform training provided by Contently and (ii) register for a personal user account (Account). You must provide accurate and complete information and keep your Account information updated. You shall not select or use as a username a name: (a) of another person with the intent to impersonate that person; (b) subject to any rights of a person other than you without appropriate authorization; or (c) that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs on your Account, and for keeping your account password secure. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately of any breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account.
2. Platform License
- License. Subject to Freelancer’s full compliance with the terms and conditions of this Agreement, Contently hereby grants Freelancer a non-exclusive, non-transferable, non-sublicensable license to use Contently’s online digital marketplace whereby Freelancer can offer professional services to certain Contently customers (“Publishers”), including but not limited to writing, drafting, editing, research, translation, composition and/or creation of graphic and/or other visual arts, and/or audiovisual recordings of any kind (collectively, the “Freelancer Services”), and whereby Publishers can, in their sole discretion, purchase such content and all intellectual property rights therein that Freelancer makes available to them via the Platform in connection with the Freelancer Services. Except for the limited rights and licenses expressly granted to Freelancer herein, no other license is granted, no other use is permitted and Contently (and its licensors) shall retain all rights, and interests (including all intellectual property and proprietary rights) in and to the Platform and the Services.
- Restrictions. Except as expressly permitted in this Agreement, Freelancer shall not directly or indirectly (i) use any of Contently’s Confidential Information (as defined below) to create any service, software, documentation or data that is similar to any aspect of the Services, (ii) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code of the Platform, or the underlying ideas, algorithms or trade secrets therein, (iii) encumber, sublicense, transfer, rent, lease, time-share or use the Services in any service bureau arrangement or otherwise for the benefit of any third party, (iv) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Services, (v) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction or (vi) permit any third party to engage in any of the foregoing proscribed acts.
3. Project Requests and Submissions
- Project Requests. Freelancer shall submit content to Publishers (Submissions) in accordance with the applicable Publisher’s instructions, deadlines, standards, and criteria as dictated by Publisher’s offers(s) (each, a Project Request). Submissions that violate the terms of this Agreement shall be deemed rejected. Project Requests shall dictate and control (i) the form, length, and content of the requested Submissions, (ii) the amount of compensation to be paid with respect to each Submission (Project Fee), and (iii) whether Publishers will acknowledge Freelancer’s authorship of or contribution to any Submission upon publication of such accepted Submission, and whether Freelancer may publicly acknowledge the same.
- Acceptance of Submissions. Publishers are typically allowed to request up to two rounds of revisions from Freelancers and are generally required to accept or reject Submissions, or request alteration thereto, within fifteen (15) business days of Freelancer’s submission thereof to Publishers. Freelancer’s Submission shall be deemed to have been submitted as of the date upon which it is received by Publisher. If Publisher fails to render a decision in regard to Freelancer’s Submission within such fifteen (15) business days of receipt of Freelancer’s Submission, then Contently will typically require the Publisher to deem the Submission to have been accepted. Publishers shall retain the sole and exclusive right to reject Submissions insofar as such Submissions do not comply with Publishers’ instructions, deadlines, standards, or criteria as dictated by Publisher, or for any other reason in Publishers’ sole discretion. Both Contently and Publisher may terminate any Project Request at any time prior to Publishers’ final and unconditional acceptance of Freelancer’s Submission.
4. Intellectual Property Rights
Upon Freelancer’s receipt of payment for any Submission, Freelancer irrevocably assigns, transfers and conveys and agrees to assign, transfer and convey, to the applicable Publisher all right, and interest in and to the Submission and all Intellectual Property Rights therein (defined below). Intellectual Property Rights includes, without limitation, all patent rights, copyright rights, trademark rights, moral rights, publicity rights, privacy rights and any other intellectual property rights or similar rights anywhere in the world covering or embodied in or relating to any Submission. As to copyrights, the Freelancer agrees that the Submissions shall be deemed a “work made for hire” and that the applicable Publisher shall be deemed the author thereof for copyright purposes; provided, however, that if any Submission is at any time determined to not be a work made for hire, this Agreement shall be deemed an irrevocable assignment of the copyright to the entire Submission upon payment in full thereof. The applicable Publisher shall be the exclusive owner of the Submission and the Intellectual Property Rights therein and shall have the exclusive right to secure registration of the Submission. No rights in the Submission, or in the copyright in the Submission, shall be retained by Freelancer, nor shall there be any reversion of those rights to Freelancer in the future. The rights and licenses granted herein include all rights in and to the Submission including, without limitation, the right of the applicable Publisher to edit, clip, crop, resize, retouch, alter, adapt, modify, create derivatives, distribute, make available online, in whole or in part, and to allow others to engage in any of the foregoing activities, in any medium now known or hereafter invented. Freelancer hereby consents to all uses and revisions to the Submission and Intellectual Property Rights therein and hereby waives any moral rights or “droit moral” (including, but not limited to any rights of attribution or integrity). Freelancer shall assist the applicable Publisher to further evidence, record and perfect such stories and licenses granted hereunder and to perfect, obtain, maintain, enforce and defend any assigned rights.
Freelancer agrees that the business, technical and financial information of Contently or any Publisher, that is designated in writing as confidential, or is disclosed in a manner that a reasonable person would understand the confidentiality of the information disclosed, shall be the confidential property of Contently or its Publisher as the case may be (Confidential Information). Freelancer will hold in confidence and not disclose any Confidential Information and shall similarly bind its employees, consultants, and independent contractors and will use the Confidential Information only for the purpose for which it was disclosed.
Within thirty (30) days following Publisher’s full payment to Contently of the applicable Project Fee for Freelancer’s Submission, Contently shall credit Freelancer’s Account with the amount of such payment.
Contently shall not be responsible or liable for any amounts not received from Publisher.
7. Restrictive Convenants
Freelancer acknowledges and agrees that while it is working on any project with a Publisher via the Platform and for a period of one (1) year thereafter, the Freelancer will not (A) directly or indirectly solicit work from or otherwise provide services to such Publisher other than through the Platform without Contently’s prior written approval (which Contently may withhold in its sole discretion) or (B) accept payment or compensation from the applicable Publisher for any Submissions other than through the Platform.
8. Representations and Warranties.
- Code of Ethics. Freelancer shall follow all standards set forth in Contently’s Code of Ethics (available here). Without limiting the foregoing, Freelancer shall: (i) use real names with all work; (ii) disclose all potential conflicts of interest, both to the Publisher before accepting a Project Request and in the contents of the Submission; (iii) pursue all avenues of inquiry to report and write stories with fairness and honesty; (iv) give credit and point to sources, attributing every assertion, quote, fact, and opinion, with full names, titles, and links; (v) if a source wishes not to be named, explain this explicitly and discuss the ramifications of unnamed sources with the Publisher; (vi) keep promises to Publishers and sources, and protect confidential sources; (vii) disclose to sources the publication and brand that are sponsoring the Project Request; (viii) always produce original work, never plagiarizing self or others, never repurposing old stories for new clients, and never cutting corners in any fashion; and (ix) deliver Submissions on time and in accordance with the specifications of the Project Request.
- Other Representations and Warranties. Freelancer shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Submission, that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty; (ii) Freelancer knows is false, misleading, untruthful or inaccurate; (iii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, or fraudulent; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”); (v) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information; (vi) uses information about users for any reason without the express prior consent of the user that has provided such information to Freelancer; (vii) impersonates any person or entity, including any of Contently’s employees or representatives; or (viii) includes anyone’s identification documents or sensitive financial information.
Contently may terminate Freelancer’s access to all or any part of the Services at any time, with or without cause, with or without notice. Freelancer may terminate his/her Account by following the instructions on the Website or through the Services. Sections 4, 5, 7, and 9-13 shall survive termination of this Agreement.
10. Warranty Disclaimer
THE SERVICES ARE PROVIDED BY CONTENTLY “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY CONTENTLY. CONTENTLY, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND PARTNERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET FREELANCER’S REQUIREMENTS.
Freelancer shall defend, indemnify, and hold harmless Contently and its Publishers and their respective affiliates and each of their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to (i) Freelancer’s use or misuse of, or access to, the Services, (ii) Freelancer’s Submissions, (iii) Freelancer’s violation of this Agreement, or (iv) infringement by Freelancer, or any third party using Freelancer’s Account or identity in the Services, of any intellectual property or other right of any person or entity. Contently and its Publishers, as the case may be, reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Freelancer, in which event Freelancer will assist and cooperate with Contently and such Publisher in asserting any available defenses.
12. Limitation of Liability
IN NO EVENT SHALL CONTENTLY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, OR SUPPLIERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE AMOUNTS PAID HEREUNDER IN THE SIX (6) MONTHS PRECEDING THE CLAIM.
- Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, including its conflicts of law rules, and the United States of America. Freelancer agrees that any dispute arising from or relating to the subject matter of this Agreement shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of New York County, New York.
- Modifications. Contently reserves the right, in its sole discretion, to modify this Agreement, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Website or by sending Freelancer a notice through the Services, via e-mail or by another appropriate means of electronic communication. Contently may also impose limits on certain features and services, restrict Freelancer’s access to parts or all of the Services or remove Freelancer from a specific project at anytime without notice or liability. Freelancer’s continued use of the Services following notification of any changes to this Agreement constitutes acceptance of those changes.
- Entire Agreement. This Agreement is the entire agreement between Freelancer and Contently with respect to the Services, including use of the Website, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Freelancer and Contently with respect to the Services.
- Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
- Force Majeure. Contently shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond its reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
- Story. This Agreement is personal to Freelancer, and is not assignable, transferable or sublicensable except with Contently’s prior written consent. Contently may assign, transfer or delegate any of Contently’s rights and obligations hereunder without consent.
- Publicity. Contently shall retain the right to use, publish and otherwise disseminate Freelancer’s name, byline, logo, and likeness in Contently’s marketing material and on the Website or Platform, for promotional purposes and for any other lawful purpose. Freelancer hereby expressly acknowledges and agrees that Contently shall have no obligation to use, publish or otherwise disseminate Freelancer’s name, byline, logo, or likeness, by any means and for any purpose whatsoever. Freelancer may display its work (including portions of the Submissions) but only upon receipt of approval from the applicable Publisher and only where the work contains an appropriate link to the Publisher’s website, blog etc.
- No Agency. It is the express intention of the parties to this Agreement that the Freelancer is an independent contractor, and is not an employee, agent, joint venturer or partner of either Contently or the Publisher (unless the Freelancer has a separate written agreement with the Publisher governing the terms of their employment relationship). Nothing in this Agreement shall be interpreted or construed as creating or establishing an employment relationship between Contently and the Freelancer or between any Publisher and the Freelancer. Without limiting the foregoing, Freelancer is not, and will not be treated as, an employee of Contently or Publisher for federal tax purposes, state tax purposes, state or federal unemployment insurance purposes, or for any other purpose. Freelancer shall be responsible for the reporting, deposit and payment of any and all federal, state, and local taxes, including but not limited to income taxes, FICA taxes, and unemployment taxes incidental to the performance of this Agreement. The Freelancer acknowledges and agrees that the Freelancer is not entitled to any employee benefits from either Contently or the Publisher (unless the Freelancer has a separate written agreement with the Publisher whereby the Publisher expressly agrees to provide employment benefits to the Freelancer).
- Notices. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to email@example.com.
- No Waiver. Contently’s failure to enforce any part of this Agreement shall not constitute a waiver of Contently’s right to later enforce that or any other part of this Agreement.
- Third Party Beneficiaries. The parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the parties hereto and their successors and permitted assigns. Nothing herein, whether express or implied, shall confer upon any person or entity, other than the parties hereto, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement. Notwithstanding the foregoing, all of Contently’s Publishers are intended to be third party beneficiaries of this Agreement and to have the right to enforce such rights directly against Freelancer.
- Headings. The section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation.
Should you have any question or concern, please write to firstname.lastname@example.org.