This Content Provider Agreement (this “Agreement”) is entered into as the date of the electronic execution of this Agreement (the “Effective Date”) by and between A4 PURE, a division of (“AFRICAN AMERICANS AIN’T AFRICANS, A4TRUTH, A4”), and the undersigned entity or individual (“Provider”, and together with A4 PURE, the “Parties”, and each a “Party”).
Provider creates content (the “Provider Content”) and displays the Provider Content on the A4 PURE (“A4 PURE”) channel(s) listed by provider at the time of the electronic execution of this Agreement (the “Provider Channel/Page”).
- A4 PURE operates with the A4 Network (the “A4 Network”), which offers various services and opportunities to A4 members that are a part of the A4 Network.
- For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties wish to make the Provider a part of the A4 PURE Network, pursuant to the terms and conditions set forth herein.
- Duties and Obligations. Subject to the terms and conditions of this Agreement, the Parties shall perform services as follows:
- A4 PURE. A4 PURE shall:
- Integrate the Provider Content into the A4 Network.
- Manage, market, and sell all advertised inventory on the A4 PURE website.
- Collect and disburse all revenues of the Provider Content, including but not limited to advertising revenue, actually paid by A4 PURE and distributed to A4 PURE (the “Content Revenues”).
- Provide Provider with reasonable access to certain support services (the “A4 PURE Services”). The A4 PURE Services may include promotional services, technical support, social media assistance. A4 PURE shall have full and absolute discretion to determine what A4 PURE Services to provide to Provider. The failure by A4 PURE to provide any A4 PURE Services to Provider shall not be deemed to be a breach of this Agreement.
- A4 PURE. A4 PURE shall:
- Provider.Provider shall:
- Maintain, generate, and / or post Provider Content to the A4 PURE NETWORK.
- Manage the Provider Channel including logistical development and maintenance; provided, however, that A4 PURE shall have the exclusive, perpetual right to sell and manage any and all advertising inventory on any and all Provider Content uploaded to the A4 PURE website prior to and during the Initial Term or any Renewal Term (as defined below) of this Agreement.
- Promote the Provider Channel and the A4 PURE Network through reasonable channels, including through Provider’s social media accounts, websites, blogs, or other online resources belonging to Provider and related to the Provider Content or the Provider Channel, in a manner agreed upon by the Parties.
- Comply with all policies and procedures of the A4 PURE Network as may be in effect from time to time, provided that such policies have been provided to Provider in writing.
- Provide A4 PURE with graphics suitable for the identification of Provider and the Provider Channel by viewers.
- Notify A4 PURE of the Provider Channel’s inclusion in the A4 PURE Network, and that all payments from A4 PURE for the commercialization of the Provider Channel should be sent directly to A4 PURE, pursuant to A4 PURE’s policies regarding such notification.
- Financial Terms.
- Provider Revenues. Provider shall be entitled to eighty percent (80%) of the Content Revenues (the “Provider Revenues”). A4 PURE shall be entitled to the remaining twenty percent (20%) of the Content Revenue. A4 PURE shall disburse the Provider Revenues to Provider via Paypal, to the Paypal email address listed in the Provider’s A4 PURE account, immediately following a sale or within seven (7) days following the sale.
- For Authors
- Expenses. Provider will bear all expenses Provider incurs in connection with its performance under this Agreement, without reimbursement or advancement by A4 PURE.
- Data and Content.
- Access to Analytical Data. Nothing in this Agreement shall be deemed to preclude Provider from accessing any analytic data related to the Provider Content. Provider shall have full access to all analytic data related to the Provider Channel, including all analytic data relating to the Provider Content and made available by A4 PURE upon request.
- Control of Provider Content. Provider shall be the sole owner of the Provider Content. Provider shall retain full control over all Provider Content, subject to the rights of A4 PURE as set forth in this Agreement.
- Right to Remove Improper Content. A4 PURE shall have the right to require Provider to remove any Provider Content that A4 PURE believes or suspects (i) to be in violation of any law or regulation that Provider, or the Provider Content is subject to, including any rules or regulations established by A4 PURE (ii) to be infringing upon any third party’s intellectual property rights; or (iii) will have a negative impact upon A4 PURE’s reputation or business (collectively, “Improper Content”). A4 PURE shall notify Provider of any Improper Content in writing, and Provider shall remove such Improper Content from the Provider Channel within five (5) days of receipt of such notice. A4 PURE shall have the discretion to immediately terminate this Agreement for any breach by Provider of this Section 3(c).
- Intellectual Property.
- Licenses. Provider grants A4 PURE the following rights:
- A non-exclusive, transferable, worldwide, royalty-free license to use, publish, reproduce, broadcast, exhibit, and display the name, image, and likeness of Provider, any Provider Content in connection with the marketing and promotion of the A4 PURE Network, individual channels on the A4 PURE Network, and the Provider Channel.
- A non-exclusive, transferable, worldwide, royalty-free license to use, publish, reproduce, broadcast, exhibit, and display Provider’s and the Provider Channel’s trademarks and logos in connection with the marketing and promotion of the A4 PURE Network, individual channels on the A4 PURE Network, and the Provider Channel.
- Ownership. Notwithstanding the foregoing, the Parties acknowledge and agree that any intellectual property rights, including any copyrights, trademarks, service marks, trade names, trade dress, patents or other intellectual property, that has been or will be provided by either Party to the other Party hereunder shall remain the sole and exclusive property of the Party providing such rights (a “Providing Party”). The Parties shall take such action as may reasonably be requested by a Providing Party to confirm such Providing Party’s intellectual property rights and ownership of any intellectual property.
- Term and Termination.
- Term. The term of this Agreement shall commence on the Effective Date and continue for three (3) months (the “Initial Term”). This Agreement will automatically renew for a subsequent periods of three (3) months (each, a “Renewal Term”) unless a Party gives notice of termination not more than one-hundred and twenty (120) days and not less than sixty (60) days prior to the expiration of the Initial Term or any Renewal Term.
- Termination. This Agreement shall terminate upon any of the following occurrences:
- Either Party may terminate this agreement immediately upon breach by the other Party of this Agreement, unless the breaching Party remedies such default within fifteen (15) days of receipt of written notice of the non-breaching Party’s intent to terminate this Agreement.
- Provider may terminate this agreement by removing all or substantially all of the Provider Content from the Provider Channel.
Notwithstanding the foregoing, A4 PURE may terminate this Agreement immediately upon any breach of Section 3(c) by Provider, without giving Provider any advance notice of A4 PURE’s intent to terminate this Agreement.
- Actions Following Termination. Following the termination of this Agreement, A4 PURE shall take all reasonable steps to return control of the Provider Content to Provider, including notifying A4 PURE to remove the Provider Channel from the A4 PURE Network.
- Provisions Surviving Termination. Sections 1(b)(ii), 2(c), 4(b), 6, 7, 8, and 9 shall survive the termination of this Agreement.
- Representations and Warranties.
Each Party represents and warrants that it has authority to enter into this Agreement. Provider represents and warrants that (i) Provider is the owner of all rights related to all content displayed on the Provider Channel, (ii) Provider has the right and power to license and/or sell such content, (iii) neither the content displayed on the Provider Channel nor use of the Provider Channel infringes upon the rights of any third party, and (iv) Provider has not granted any other party the right or authority to act on behalf of Provider in any manner that would conflict with either Party’s rights under this Agreement. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, THE PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (i) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (ii) WARRANTIES AS TO THE QUALITY OR PERFORMANCE OF THE MATERIALS, INFORMATION, GOODS, SERVICES, TECHNOLOGY AND/OR CONTENT PROVIDED UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE DELIVERY OR AVAILABILITY OF ANY ADVERTISEMENTS, AND ANY LIMITATIONS ON END USER ACCESS TO OR USE OF PROVIDER CONTENT; AND (iii) WARRANTIES AS TO THE PERFORMANCE OF COMPUTERS, NETWORKS, OR ADS, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES REGARDING THE PLACEMENT OF ADS. A4 PURE MAKES NO WARRANTY THAT THE A4 PURE NETWORK AND WEBSITES INCLUDING A4 PURE WILL PERFORM WITHOUT INTERRUPTIONS OR ERRORS, OR THAT INFORMATION OBTAINED FROM THE A4 PURE NETWORK OR WEBSITES INCLUDING A4 PURE WILL BE ACCURATE OR RELIABLE. PROVIDER ACKNOWLEDGES THAT NONE OF A4, A4 PURE, OR ANY OF THEIR AFFILIATES SHALL BE LIABLE TO PROVIDER FOR ANY CONTENT FEATURED ON CHANNELS IN THE A4 PURE NETWORK, OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
- Provider agrees to indemnify and hold harmless A4 PURE and all of A4 PURE’s shareholders, directors, officers, employees, agents, subsidiaries, and affiliates from and against any and all third party civil and criminal claims, liabilities, judgments, or penalties, and all costs and expenses (including reasonable attorney fees) incurred in connection with Provider’s breach of its representations, warranties, and covenants in this Agreement.
- A4 PURE agrees to indemnify and hold harmless Provider and all of Provider’s shareholders, directors, officers, employees, agents, subsidiaries, and affiliates from and against any and all third party civil and criminal claims, liabilities, judgments, or penalties, and all costs and expenses (including reasonable attorney fees) incurred in connection with A4 PURE’s breach of its representations, warranties, and covenants in this Agreement.
- Limitation of Liability; Remedies.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL A4 PURE OR ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO A4 PURE’S PERFORMANCE HEREUNDER, THE PERFORMANCE OF THE A4 PURE NETWORK, OR THE CONTENT PROVIDED BY OTHER PERSONS OR ENTITIES TO A4 PURE FOR DISTRIBUTION OR PROMOTION ON THE A4 PURE NETWORK, EVEN IF A4 PURE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. A4 PURE ASSUMES NO RESPONSIBILITY FOR DOWNTIME OF THE A4 PURE NETWORK OR FOR THE LOSS OF INFORMATION, DATA RECORDS, OR TITLES. Notwithstanding any damages that Provider may incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of A4 PURE under any provision of this Agreement and Provider’s exclusive remedy for all of the foregoing will be limited to the amount actually paid by A4 PURE to Provider in the last twelve months under this Agreement. The foregoing limitations, exclusions, and disclaimers will apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
- Notices. Any notice or other communication required or which may be given hereunder will be in writing and will be delivered personally, via email, or sent by certified, registered, or express or overnight (by a reputable carrier) mail, postage prepaid, as follows (as such information may be subsequently changed by notice duly given):
To A4 PURE:
- Attn: A4 PURE Legal
- 304 20th St. South
- Birmingham, Al. 35233
- Email: firstname.lastname@example.org
- To the mailing address and email(s) listed in Provider’s A4 PURE account
- Assignment. Except as otherwise specifically provided for in this Agreement, neither Party may assign, voluntarily, by operation of law, or otherwise, any rights or delegate any duties under this Agreement without the other Party’s prior written consent, and any attempt to do so without that consent will be null and void and of no force or effect.
- Covenant Not to Sue. In consideration of A4 PURE’s entering into this Agreement, Provider covenants and agrees, for itself and its respective agents and representatives, not to bring, assert, pursue, maintain, join in or directly and/or indirectly support, assist, fund, lend resources to, or otherwise participate in any litigation against A4 or A4 PURE and throughout the territory of the world.
- Governing Law. This Agreement shall be governed by the laws of the State of California, without regard to California’s conflicts of law rules. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association (AAA) by a single arbitrator using expedited procedures and located in Los Angeles, California. The Parties shall mutually agree upon the arbitrator and if the Parties cannot agree then one shall be appointed according the AAA rules. Judgment upon the award rendered by the arbitrator may be entered into in any court of competent jurisdiction and shall not be appealable. Furthermore, the prevailing party shall be entitled to reasonable attorneys’ fees. This clause shall not preclude any party from pursuing injunctive or equitable relief in any court of competent jurisdiction.
- Relationship of the Parties. This Agreement shall not be construed as creating or constituting an employee-employer relationship, a partnership, a joint venture, or a franchise between the Parties. Neither Party may bind the other Party in contracts with third parties or make promises or representations on behalf of the other Party.
- No General Waiver. Waiver of any one default will not waive subsequent defaults of the same or different kind, and no failure or delay of either Party to exercise or enforce any of its rights under this Agreement will act as a waiver of those rights.
- Entire Agreement; Amendments; Severability. This Agreement is the complete and exclusive agreement between the Parties with respect to the subject matter contemplated by this Agreement, superseding and replacing any and all prior or contemporaneous agreements, communications, and understandings, both oral and written, regarding that subject matter. This Agreement may be amended only by a written agreement signed by authorized representatives of both Parties. If any provision or part of a provision in this Agreement is held to be illegal, invalid, or unenforceable by a court or other decision making authority of competent jurisdiction, then the remainder of the provision will be enforced so as to effect the intention of the Parties, and the validity and enforceability of all other provisions in this Agreement will not be affected or impaired.
- Counterparts and Electronic Execution. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Execution and delivery of this Agreement may be evidenced by electronic signature, electronic mail, or other electronic means and shall be binding upon the Parties at the date on which Provider electronically executes this Agreement via a website or electronic execution service owned or administered by A4 PURE.
- Interpretation of this Agreement. The Parties desire that this Agreement be construed fairly, according to its terms, in plain English, without constructive presumptions against the drafting Party, and without reference to the section headings, which are for reference only. Whenever the terms use “include or including,” it should be understood as illustrative and not exhaustive.
- Acknowledgement, Acceptance, and Agreement. PROVIDER ACKNOWLEDGES AND AGREES THAT PROVIDER HAS READ AND UNDERSTANDS THE TERMS AND CONDITIONS OF THIS CONTENT PROVIDER AGREEMENT AND UNDERSTANDS THAT PROVIDER IS AGREEING TO BE BOUND BY THIS CONTENT PROVIDER AGREEMENT.
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