Skyword Platform Agreement
Thank you for your interest in joining the online content creation and management platform at skyword.com (the "Platform"). This Platform Agreement governs your access to and use of the Platform. Your participation in individual content authoring programs for Skyword's publisher clients available through the Platform (each such program, a "Content Program" and each such client, a "Client"), including your submission of written articles or other materials ("Content") for publication through the Platform and receipt of payments in connection with your Content, is governed by individual Content Agreements you will be required to agree to when applying for each Content Program. Please read this Platform Agreement carefully, as it (among other things) requires in Sections 13 and 14 that you and Skyword arbitrate certain claims instead of going to court and limits class action claims. When you click "Create Account" or "Continue," you agree that this Platform 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 Platform Agreement, then please do not click "Create Account" or "Continue," in which case you will not be able to use the Platform.
Certain features and functionality of the Platform may be subject to additional posted policies, guidelines or rules ("Policies"). You agree to abide by such Policies, which are hereby incorporated into this Platform Agreement.
2. Platform Use
Subject to all terms and conditions of this Platform Agreement, you may access and use the Platform for purposes of applying for Content Programs and participating in any Content Programs you are accepted to through use of the user name and password issued to you by Skyword.
You are solely responsible for all activities occurring under your Platform account, and agree not to provide your user name or password to any other person. You agree not to create multiple Platform accounts. You are solely responsible for purchasing all hardware, software and telecommunications services necessary for use of the Platform. You agree not to access the Platform by any means or in any manner other than through the user interface that is provided by Skyword for and through the features and functionality intentionally made available to you through such user interface. Without limiting the generality of the foregoing, you agree not to use bots, scripts or any automated means to access or use the Platform, not to crawl or scrape the Platform or bypass any robot exclusion headers we may employ, or access any other Platform user's account. Skyword may limit, suspend or terminate your access to and use of the Platform at any time and for any reason or no reason. In addition, Skyword may modify, add to or remove any features or functionality of the Platform at any time in its sole discretion.
3. Intellectual Property Rights.
You acknowledge and agree that the Platform and any underlying software (collectively, the "Software") contain proprietary and confidential information that is the property of Skyword and its licensors and is protected by applicable intellectual property and other laws. You further acknowledge and agree that any material presented to you through the Platform is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws ("Materials). You agree not to reproduce, modify, rent, lease, loan, sell, display, perform, transmit, distribute or create derivative works based on the Platform, Software or Materials, in whole or in part, or to reverse engineer, reverse assemble or otherwise attempt to discover any source code relating to the Platform or Software. As between you and Skyword, the Platform, Software and Materials remain the sole property of Skyword.
The basis for payment and payment terms for your Content published through the Platform is governed solely by the applicable Content Agreement.
5. Skyword Email
You hereby acknowledge that acceptance of e-mail 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 e-mail communications: PayPal® payment notices, tax or other legal compliance forms/notices, inquiries regarding submitted Content or your account, and/or other notices regarding this Platform Agreement and any Content Program (collectively, "Skyword E-mail"). Accordingly, you hereby agree to accept, and to not block or otherwise reject, Skyword Email. You agree to ensure that the e-mail account information associated with your Platform account is accurate at all times.
6. Term, Termination and Effect of Termination
You may terminate this Platform Agreement and your use of the Platform at any time, for any reason or for no reason, by sending an e-mail to Skyword at email@example.com. Skyword may terminate this Platform Agreement and your use of the Platform at any time, for any reason or for no reason, by sending an e-mail to the e-mail address associated with your Platform account. Upon termination, your right to use the Platform, participate in the Content Programs and all of the rights thereunder shall terminate. All terms and conditions of this Platform Agreement shall survive termination except that Section 5 and the first paragraph of Section 2 shall not survive. In addition, any termination of this Platform Agreement constitutes simultaneous termination of all Content Agreements without further action required by either party.
7. Representations and Warranties
You hereby represent, warrant and covenant to Skyword that:
a. You have provided and will continue to provide true, accurate and complete information to Skyword in connection with this Platform Agreement and your Platform account including, without limitation, your legal name, tax identification information, address, nationality, regulatory status, and other requested contact information.
b. You have full legal power and authority to enter into and perform this Platform 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 Platform 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.
c. 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 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.
d. Your actions in connection with this Platform Agreement will not be in violation of any applicable law, rule, or regulation.
In connection with this Platform Agreement and your use of the Platform, 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 Platform 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.
9. 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:
a. You have the right to perform services for others during the term of this Platform Agreement.
b. You have the sole right to control and direct the means, manner and method by which the services required by this Platform Agreement will be performed.
c. You have the right to perform any services relating to this Platform Agreement at any place or location and at such times as you may determine.
d. You will furnish all equipment and materials used to provide any services relating to this Platform Agreement, except to the extent that your work must be performed using the Platform.
e. You or your staff shall perform any services relating to this Platform Agreement, and Skyword shall not be required to hire, supervise or pay any assistants to help you.
f. You are responsible for paying all ordinary and necessary expenses for your staff.
g. Neither you nor your staff shall receive any training from Skyword in the professional skills necessary to perform any services relating to this Platform Agreement, except as set forth in the guidelines and training materials provided by Skyword via the Platform.
h. You shall not be required to devote full-time to the performance of any services for Skyword.
i. Skyword shall not provide any insurance coverage of any kind for you or your staff.
j. You will not represent that you are an employee of Skyword and you acknowledge that you will not be entitled to participate in any of the pension, retirement or other benefit programs now or hereafter available to Skyword's regular employees.
k. Any and all sums subject to deductions, if any, required to be withheld and/or paid under any applicable state, federal or municipal laws or union or professional guild regulations shall be your sole responsibility and you shall indemnify and hold Skyword harmless from any and all damages, claims and expenses arising out of or resulting from any claims asserted by any taxing authority as a result of or in connection with said payments.
10. Disclaimers; No Warranties.
THE PLATFORM, CONTENT PROGRAMS AND ANY MEDIA, INFORMATION OR OTHER MATERIALS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THEM ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SKYWORD AND ITS LICENSORS, CLIENTS AND PARTNERS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. SKYWORD AND ITS LICENSORS, CLIENTS AND PARTNERS DO NOT WARRANT THAT THE FEATURES AND FUNCTIONALITY OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVERS THAT MAKE AVAILABLE THE FEATURES AND FUNCTIONALITY THEREOF ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SKYWORD AND ITS CLIENTS MAKE NO REPRESENTATION OR WARRANTY REGARDING WHETHER YOU WILL BE ACCEPTED INTO ANY CONTENT PROGRAMS, WHETHER ANY OF YOUR CONTENT WILL BE ACCEPTED FOR PUBLICATION OR THE TOTAL AMOUNTS YOU MAY EARN IN CONNECTION WITH YOUR USE OF THE PLATFORM OR THROUGH PARTICIPATION IN THE CONTENT PROGRAMS.
11. Limitation of Liability.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL SKYWORD, ITS CLIENTS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT ARISE OUT OF OR RELATE TO THIS PLATFORM AGREEMENT, EVEN IF SKYWORD, THE CLIENT OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF SKYWORD, ITS CLIENTS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS TO YOU ARISING OUT OF OR RELATING TO THIS PLATFORM AGREEMENT AND ANY AND ALL CONTENT AGREEMENTS EXCEED, IN THE AGGREGATE, THE GREATER OF (A) AMOUNTS OWED TO YOU THAT REMAIN UNPAID UNDER ALL CONTENT AGREEMENTS OR (B) TEN U.S. DOLLARS. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND REGARDLESS OF THE THEORY OF LIABILITY.
You agree to indemnify and hold Skyword and its Clients and their affiliated companies, and each of their officers, directors and employees, harmless from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorney's fees, (any of the foregoing, a "Claim") arising out of or relating to your use or misuse of the Platform, breach of this Platform Agreement or infringement, misappropriation or violation of the IP Rights or other rights of any other person or entity, provided that the foregoing does not obligate you to the extent the Claim arises out of Skyword's willful misconduct or gross negligence. Skyword reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.
Any claim (excluding claims for injunctive or other equitable relief) arising out of or relating to this Platform Agreement where the total amount of the award sought by either party is less than $10,000 shall be resolved via binding non-appearance-based arbitration initiated through the American Arbitration Association ("AAA"). The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. In any such arbitration, the parties and AAA must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; (c) the arbitrator may award injunctive or declaratory relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim; and (d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Platform Agreement shall prevent either party from seeking remedies in small claims court of competent jurisdiction.
14. Class Action Waiver.
YOU AGREE THAT ANY CLAIMS SUBJECT TO ARBITRATION UNDER SECTION 13 MUST BE MADE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Skyword may make modifications, deletions and/or additions to this Platform Agreement ("Changes") at any time. Changes will be effective: (i) thirty (30) days after we provide notice of the Changes, whether such notice is provided through the Platform user interface, is sent to the e-mail address associated with your Platform account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Platform Agreement incorporating the Changes, whichever comes first.
This Platform Agreement shall be subject to and governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions. You and Skyword agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Suffolk, Massachusetts for any claim not subject to arbitration as provided for under Section 13 above.
Waiver and Severability of Terms
The failure of Skyword to exercise or enforce any right or provision of the Platform Agreement shall not constitute a waiver of such right or provision. If any provision of the Platform Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Platform Agreement remain in full force and effect.
Statute of Limitations
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform or this Platform Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Assignment; Integration; Interpretation
This Platform Agreement may not be transferred or assigned by you (whether in whole or in part), but may be assigned by Skyword without restriction. This is the entire agreement between you and Skyword relating to the subject matter herein and shall not be modified except in a writing, signed by both parties, or by a Change to this Platform Agreement made by Skyword as set forth herein. The word "including" as used herein shall be deemed in each case to be followed by the phrase "without limitation."
Please report any violations of the Platform Agreement to Skyword at firstname.lastname@example.org.