Content Provider Agreement
1. Legal Agreement
The Content Provider Agreement set forth in this document applies to all individuals and organizations supplying content to our Site ("Content Providers") and constitutes a binding, legal agreement ("Agreement") between the Content Providers and LearnOutLoud.com. By using the Site, you accept the terms and conditions described below, and you warrant and represent that you have the legal capacity to enter into this Agreement.
LearnOutLoud.com is an online portal that serves to facilitate and promote education through audio and video learning products. Our Site exists as a resource for content producers and publishers to distribute their works and for users to purchase digital content in a variety of formats. Digital content ("Content") may consist of spoken word audio, information, data, text, software, music, sound, photographs, graphics, video, messages or other materials.
Content Provider Agreement Terms
As a Content Provider distributing your work through LearnOutLoud.com, you retain your copyright in the Content. You do, however, grant LearnOutLoud the non-exclusive license right to post, display, copy, sell, and distribute that Content within the limitations you set during the publishing process. LearnOutLoud.com also reserves a license right to excerpt your Content for use in marketing materials, providing that we credit you and/or the original author, and to make minor modifications to the Content for technical or editorial reasons. This will include LearnOutLoud.com’s right to offer free samples of the Content according to Content Provider's specifications. If no specifications are given, LearnOutLoud.com reserves the right to create sample. Samples created by LearnOutLoud.com will not exceed 10% of Content length or 15 minutes, whichever is shorter. LearnOutLoud.com also reserves the right to make limited, royalty-free copies of Content for the purposes of marketing and promotion such as the demonstration of system capabilities to potential Content Providers, investors and partners.
For each sale of your Content for which we receive payment, LearnOutLoud.com will pay you a royalty amount agreed of 60% of the gross sale amount.
Alternatively, you may choose to make Content available for free through LearnOutLoud.com. LearnOutLoud.com reserves the right to limit downloads and/or streams of such content or remove content entirely due to cost associated with hosting, indexing and displaying such content. In addition, LearnOutLoud.com reserves the right to display advertising before, after or in conjunction with the distribution of Content that is freely available.
As a Content Provider distributing Content through LearnOutLoud.com, you represent and warrant that the Content:
1) Is owned by you, or to the extent owned by someone else, that you have obtained that party's express permission to provide the Content to LearnOutLoud.com for use, copying and distribution under the license in this Agreement;
2) Does not violate any copyright, trademark, trade secret or other intellectual property right;
3) Does not invade any individual's right of privacy or publicity;
4) Does not contain material that is unlawful, obscene, defamatory, pornographic, indecent, lewd, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable,
5) Does not include malicious code, which includes, without limitation, viruses, Trojan horses, worms, time bombs, cancelbots, or any other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or personal information;
6) Does not break the law, facilitate the breaking of the law, or violate any applicable regulation or LearnOutLoud.com rule or policy;
7) Does not offer or disseminate fraudulent goods, services, schemes, or promotions, or promote domain names, URLs, or hyperlinks that constitute commercial content such as that found in advertising, promotions, or solicitations;
That if any of the above representations and warranties set forth directly above are not true, that you will indemnify LearnOutLoud.com for any breaches or misrepresentations, takings or misappropriations, infringement or piracy of the Content, including any and all damages, attorney’s fees and other expenses related to any such misrepresentation or breach of warranty.
To the best of your knowledge, all purported factual information in the Content you upload is true and accurate, and the use of any information in the Content will not result in personal injury to any user. Content Providers are prohibited from using LearnOutLoud.com to impersonate another person or entity or to forge any e-mail communication or message. Despite all this, LearnOutLoud.com cannot guarantee the accuracy, integrity or quality of Content.
LearnOutLoud.com maintains high editorial standard for Content submitted to the Site. The mission of LearnOutLoud.com is to educate and inspire and we reserve the right to remove or refrain from publishing any content that we feel does not meet our quality standards and/or does not serve educational or inspirational purposes. Content Providers should look to the Site's existing inventory of Content as a guideline as to which forms of Content are acceptable for publication.
4. Payment Terms
For each sale of Content Provider's Content for which we receive payment, LearnOutLoud.com will pay Content Provider a royalty amount of 60% of the gross sale amount. Royalties will be paid on a quarterly basis based on payments actually received by LearnOutLoud.com for the Content Provider's Content during the prior quarter. Such payments will be made within 30 days after the end of the prior quarter
The minimum LearnOutLoud.com commission is fifty cents per transaction.
LearnOutLoud.com also reserves the right to distribute Content through third-parties (or "Partners") via sub-licensing arrangements. Under such arrangements, LearnOutLoud.com will pay a commission of 60% of net revenues received from Partners unless explicitly stated otherwise. LearnOutLoud.com will make a good faith effort to notify Content Providers of relevant arrangements as they commence and will provide 10 (ten) business days advance notice to Content Providers in the event of any binding agreements.
If you have published and sold Content on the Site, you may request a sales report at any time and such a report will be provided to you within 5 (five) business days of our receipt of your request. No later than 30 days following the end of the quarter, LearnOutLoud.com will make a good faith effort to pay you, using the contact information in our records.
If LearnOutLoud.com owes you less than $25 for Content sales within a given quarter, we reserve the right, at our discretion, to roll royalties forward to the following quarter until $25 is reached. If your account is inactive or terminated and we are unable to contact you using the contact information provided, we may also, at our discretion, charge a termination fee equal to the amount of unpaid royalties to cover administrative costs.
If your Content generates royalties of greater than $10.00 in a tax year and such royalties paid to you by LearnOutLoud.com hereunder are subject to income taxation in the United States, LearnOutLoud.com will require you to provide taxpayer information as required by the United States Internal Revenue Service ("IRS") for the purpose of issuing a 1099 form for your earnings. If royalties paid to you by LearnOutLoud.com hereunder are not subject to income taxation in the United States, you will be required to confirm this fact in connection with the publication process. By so confirming you hereby (i) represent and warrant that all such royalties are not subject to income taxation in the United States; (ii) agree to forever release LearnOutLoud.com and its representatives from all obligations and liability in connection with filing a 1099 form with the IRS for such royalties; and (iii) agree to indemnify, defend, and hold LearnOutLoud.com and its representatives harmless from and against any and all claims arising out of or relating to taxation of such royalties, including, but not limited to, payment thereof. Absent such confirmation, the provisions of the first sentence of this paragraph shall apply to all royalties paid to you by LearnOutLoud.com hereunder.
5. Removing Content and/or Terminating Agreement
You can remove Content from LearnOutLoud.com if you no longer wish to distribute it through the Site. The exceptions to your ability to remove Content are as follows:
1) Content retained in our archives to the extent required by our data backup systems.
2) Content that has been made available to sub-licensees to the extent that it is required to remain for sale through the sub-licensee.
3) Content that you have made available to purchasers in electronic formats may also remain available on the Site (in purchasers' Libraries) to users who have purchased that Content.
LearnOutLoud.com does not retain any residual rights to removed Content other than those outlined above.
If you choose to terminate your Agreement, the terms above regarding the status of your Content remain applicable.
General Agreement Terms
6. International Content Providers
LearnOutLoud.com makes no representation that material on the Site is appropriate or available at locations outside of the United States. Content Providers may not use the Site or export the contents in violation of U.S. export regulations. If you access this Site from a location outside of the United States, you are responsible for compliance with all applicable local laws.
7. Operation of Site
LearnOutLoud.com may at its discretion suspend or terminate operation of the Site for maintenance or other reasons. In addition, for maintenance reasons, because of technical issues or for other reasons we may make LearnOutLoud.com unavailable from time to time. LearnOutLoud.com makes no commitment, warranty or guarantee that the Site will operate in a timely, uninterrupted or error-free manner, or that the Site will meet Content Provider's purposes but in any event will do our best to ensure that it meets your requirements for satisfaction.
The Site and all software, services, information, materials, forums, tools and Content provided or offered on the Site are provided or offered by LearnOutLoud.com and its third-party licensors and content providers on an "as-is", "as-available" basis, without representation or warranty of any kind by LearnOutLoud.com, including but not limited to the implied warranties of merchantability, non-infringement and fitness for a particular purpose. Without limiting the prior statement, LearnOutLoud.com cannot vouch for the quality, accuracy, completeness, or currentness of any Content or information sold or provided through the Site.
9. Limitation of Liability
In no event shall LearnOutLoud.com or any of its officers, employees, directors, affiliates, agents or third-party licensors and content providers be liable to you or anyone else for any special, consequential, indirect, cover, punitive, incidental or similar damages (including, without limitation, lost profits, lost sales, or lost business) directly or indirectly related to or arising out of the Site, Content on the Site, or any transaction entered hereunder, whether in contract, tort or otherwise, even if LearnOutLoud.com or one of its officers, employees, affiliates or agents has been advised of the possibility of such damages. Any action under this Agreement must be commenced within one (1) year after such cause of action occurs.
10. Proprietary Rights
LearnOutLoud.com is the owner of all intellectual property rights, including all copyright, patents, and trademarks, associated with the Site, including all associated software, text, graphics, and logos, but exclusive of content provided by third parties, which are owned by the licensors of such content. In addition, the overall look and feel and the compilation of all materials and content on Site are owned by LearnOutLoud.com. Content Provider agrees not to modify, copy, distribute or reverse engineer any of the software included on the Site. LearnOutLoud.com and its third-party licensors reserve all rights not expressly granted in this Agreement.
11. Miscellaneous Legal Information
This Agreement is binding. No amendments or modifications may be made except as set forth in the Agreement and Amendments section below or in a written document, signed by both parties. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The failure by any party to exercise any right provided herein shall not be deemed a waiver or forfeiture of any such right.
This Content Provider Agreement and all rights appurtenant hereto shall be fully transferable or assignable by LearnOutLoud.com, in whole or in part, by operation of law, by virtue of an acquisition or merger of LearnOutLoud.com, or otherwise, without any consent of Content Provider. LearnOutLoud.com without any additional notice or consent on the part of Content Provider may enter into any agency or sub-distribution or superdistribution agreements with respect to the Content or other materials of Content Provider. Subject to the above, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the respective Parties hereto.
Every provision of this Agreement is intended to be severable. If any section of this Agreement is found to be invalid or unenforceable, then such section will be deemed amended and interpreted, if possible, in a way that renders it enforceable. If such an interpretation is not possible, then the section will be deemed removed from this Agreement and the rest of this Agreement will remain in full force and effect.
This Agreement is governed by the laws of the State of California, without regard to its choice of law provisions. The parties agree that any dispute involving LearnOutLoud.com related to this Agreement or the Site that cannot be settled by good faith negotiation shall be submitted to arbitration in accordance with the rules of the American Arbitration Association. The location of the arbitration shall be Los Angeles, California. The arbitration shall be conducted by a single arbitrator with experience in computer/technology matters and in the publishing industry. The decision of the arbitrator shall be legally binding and shall be enforceable in any court of competent jurisdiction.
Each party shall be excused from performance and shall not be liable for any delay caused by the occurrence of any contingency beyond the reasonable control either of the excused party or its subcontractors or suppliers, except for obligations to make payments hereunder. These contingencies include, but are not limited to, war, sabotage, insurrection, riot or other act of civil disobedience, labor disturbance or shortage, act of public enemy, failure or delay in transportation, act of any government affecting the terms hereof, accident, fire, explosion, flood, severe weather or other act of God. This Agreement does not designate either party as the agent, employee, legal representative, partner or joint venturer of the other party for any purpose whatsoever.
This Agreement is effective until terminated. LearnOutLoud.com may terminate or suspend this Agreement immediately if in LearnOutLoud.com's sole judgment Content Provider breaches any of the terms and conditions of this Agreement. All provisions of this Agreement relating to payment, disclaimers, limitation of liability, indemnification, confidentiality, and proprietary rights shall survive termination or expiration of this Agreement.
13. Agreement and Amendments
Through this Agreement you are indicating that you have the full power and authority to enter into and perform in accordance with the terms of this Agreement. You also agree that this Agreement is a legal, valid and binding obligation, and that its terms and conditions can be enforced. We encourage you to print and keep a copy for reference.
LearnOutLoud.com may change the terms in this Agreement from time to time. When the terms are changed, LearnOutLoud.com will make a posting on the Site regarding the change. You agree to review the terms of this Agreement from time to time. If you do not agree to be bound by any future changes, you should promptly notify LearnOutLoud.com and discontinue your use of the Site. If you use the Site after LearnOutLoud.com has posted a change to these terms on the Site, you are agreeing to be bound by all of the changes.
IN WITNESS WHEREOF, the parties have caused this Content Provider Agreement to be executed by their respective Parties thereunto duly authorized.