GATHERYOGA CONTENT PROVIDER AGREEMENT


THIS CONTENT PROVIDER AGREEMENT is made and executed on 22, October 2017 by and between:

PARTIES:

  1. GatherYoga LLC, a Company registered in accordance with the laws of South Carolina, USA, having its registered address at 1641 Ware Bottom Lane, Mt. Pleasant, SC 29464, USA. (Referred to as “GatherYoga”)

RECITALS:

  1. WHEREAS, GatherYoga is involved in the business of yoga instructional videos and editorial, and is in need of content for the purpose of publishing yoga instructional videos and digital publication on social media and GatherYoga.com (hereinafter referred to as “Website”).
  2. WHEREAS, the Content Provider is an individual who owns certain original works of authorship (hereinafter referred to as “Content”) which is more specifically described in Schedule A of this Agreement and submitted for use by GatherYoga in accordance with the terms of this Agreement (“Submitted Content”);
  3. WHEREAS, the Content Provider is inclined to license the Submitted Content and to grant certain rights with regard to such Submitted Content in favor of GatherYoga on the terms and conditions which are specified herein.

NOW THEREFORE, in consideration of mutual agreement contained herein, the receipt and sufficiency of which is acknowledged, and for reasons set forth and in consideration of the agreements of each of the parties, agree as follows:

  1. EFFECTIVE DATEThe effective date of this Agreement shall be 22, October 2017 and all rights and obligations of the parties hereunder shall be effective as of that date.
  2. ASSIGNMENT OF RIGHTS
    1. As a Content Provider distributing Content through GatherYoga, the Content is the property of Content Provider and all title and interest therin shall vest in Content Provider.
    2. The Content Provider grants to GatherYoga a limited worldwide license (including the right to sublicense) to use, copy, modify, adapt, translate, create derivative works, publicly perform, publicly display, post, store, reproduce, transmit, rent, sell, distribute, and otherwise make available his/her Submitted Content on and through GatherYoga’s services in print, or in any other format or media now known or hereafter invented, without any obligation of notification, further compensation besides what is outlines and in accordance with the terms hereof. GatherYoga may not modify, adapt, or create derivative works from the Submitted Content without express permission from Content Provider. Any agreement between GatherYoga and any person or entity receiving Submitted Content shall afford to Content Provider the same intellectual property protections contained herin.
    3. GatherYoga may excerpt Submitted Content for use in marketing materials, providing that we credit the Content Provider and/or the original author, and may make corresponding minor modifications to the Submitted Content for technical or editorial reasons. This will include GatherYoga’s right to offer free samples of the Submitted Content according to Content Provider’s specifications. If no specifications are given, GatherYoga reserves the right to create sample subject to the terms herein.
    4. Content Provider hereby agrees to assign and transfer, without any reservation in favor of licencse to the Submitted Content related thereto all as identified in Schedule A.
    5. Content Provider hereby agrees that Submitted Content submitted to GatherYoga shall be exclusive to GatherYoga and shall not be published on any other site, platform or modality without explicit permission from GatherYoga, in writing.
    6. Content Provider has the right to produce other video/written Content that is not submitted to GatherYoga on their own and/or with other entities, and to publish this content on other sites, platforms, or modalities. For the avoidance of doubt, Content Provider may publish content outside of this Agreeement that is similar in nature to the Submitted Content, or that contains similar or same movements or portions of routines in Submitted Content.
    7. By virtue of this Agreement the distribution rights with regard to the Submitted Content shall now vest with GatherYoga.
    8. Content Provider further declares and confirms that from Effective Date no other parties have any right, title, interest, benefit, or other obligations with other parties outside of this agreement, of the Submitted Content.
  3. GRANT BACK LICENSEIn the event that GatherYoga chooses not to use or publish Submitted Conten as part of this Agreement, or decides to remove said Submitted Content from the Website, GatherYoga shall notify Content Provider of such decision and shall grant back all rights for the said Submitted Content to the Content Provider.
  4. CONSIDERATION/PAYMENTS (VIDEO CONTENT)
    1. The Content Provider will receive a royalty amount equal to 50% of the gross sale amount received through GatherYoga for the sale of Submitted Content.
    2. GatherYoga does not provide any guarantee of income, which will solely depend on the customers to purchase the published Submitted Content.
  5. REFERRAL PROGRAMGatherYoga insures the quality of Content Providers through selection and referrals. To incentivize Content Provider referrals, GatherYoga offers one free marketing feature to the Content Provider making a successful and registered referral. Free marketing features include, but are not limited to:
    • Feature article on the Website
    • Event or video advertisement in newsletter
    • Social media boost
  6. PAYMENT TERMSPayment processing services for the Content Provider on GatherYoga are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to this agreement or continuing to operate as a Content Provider on GatherYoga, the Content Provider agrees to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of GatherYoga enabling payment processing services through Stripe, the Content Provider agrees to provide GatherYoga accurate and complete information about the Content Provider and the Content Provider’s business; and the Content Provider authorize GatherYoga to share it and transaction information related to the Content Provider’s use of the payment processing services provided by Stripe.

    GatherYoga reserves the right to develop and/or choose different payment processing services in the future to ensure and promote best practices.

    GatherYoga shall keep accurate and complete records of sold Submitted Content, which records shall be make available to Content Provider upon the first sale and quarterly thereafter. In addition, the Content Provider may request a sales report at any time and such a report will be provided to the Content Provider within 5 (five) business days of receipt of request.

    1. No later than 30 days following the end of the quarter, GatherYoga will make a good faith effort to pay the Content Provider, using the contact information in our records.
    2. If GatherYoga owes the Content Provider less than $25 for Submitted 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.
    3. If the Content Provider’s account is inactive or terminated and GatherYoga is unable to contact the Content Provider using the contact information provided, GatherYoga reserves the right to charge a termination fee equal to the amount of unpaid royalties to cover administrative costs.
    4. If the Submitted Content Provider’s Content generates royalties of greater than $10.00 in a tax year and such royalties paid to by GatherYoga hereunder are subject to income taxation in the United States, GatherYoga will require the Content Provider to provide taxpayer information as required by the United States Internal Revenue Service (“IRS”) for the purpose of issuing a 1099 form for the Content Provider’s earnings. For Content Providers residing outside of the United States, it is the Content Provider’s responsibility to ensure compliance with local tax regulations.
    5. If royalties paid to the Content Provider by GatherYoga hereunder are not subject to income taxation in the United States, the Content Provider will be required to confirm this fact in connection with the registration process (outlined in Schedule A). By so confirming the Content Provider hereby (i) represent and warrants that 4 Content Provider Agreement all such royalties are not subject to income taxation in the United States; (ii) agrees to forever release GatherYoga and its representatives from all obligations and liability in connection with filing a 1099 form with the IRS for such royalties; and (iii) agrees to indemnify, defend, and hold GatherYoga 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, Section 6.4 shall apply to all royalties paid to by GatherYoga hereunder.
  7. INVESTMENT OPTIONSYour membership package:
    SHARE: Monthly Payments of $39.99 or Annual Payment of $399.00
    1. Credit Card Details for service charges:
      You will be redirected to checkout page after signing this agreement and fill up the form fields.
    2. GatherYoga Account Status
      In the event that the Content Provider account is inactive and/or terminated or hosting charges have not been paid to GatherYoga, and GatherYoga is unable to contact the Content Provider using the contact information provided by Content Provider, GatherYoga reserves the right to charge a termination fee equal to the amount of unpaid royalties to cover unpaid hosting fees incurred by GatherYoga through the date of termination, which amount may be deducted from undisbursed royalties.
  8. CONTENT PROVIDER WARRANTSThe Content Provider warrants that he/she is the exclusive owner of said Submitted Content, and has the legal authority to enter into this agreement and for assignment of rights regarding the Submitted Content. If the Submitted Content is owned by someone else, Content Provider warrants that he/she has obtained that party’s express permission to provide the Submitted Content to GatherYoga for use, copying, editing, and distribution under the license in this Agreement. Content Provider represents and warrants:
    1. The Submitted Content does not violate any copyright, trademark, trade secret or other intellectual property right;
    2. The Submitted Content does not invade any individual’s right of privacy or publicity;
    3. The Submitted Content 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;
    4. The Submitted Content is free of any counts of libel, copyright infringement, plagiarism, misrepresentation of facts, or breach of privacy. The Content Provider also assures GatherYoga that the Submitted Content is completely original (or that the Content Provider has license to use such content), is not in public domain, and has not been published in other forms under a contract that would conflict with this Agreement. The Content Provider also agrees that he/she is the sole owner of the copyrights of the Submitted Content.
    5. To the best of the Content Provider’s knowledge, all purported factual information in the Content the Content Provider uploads is true and accurate, and the use of any information in the Content will not result in personal injury to any user.

      Content Provider’s sole remedy in the event of a breach of the above representations and warranties is immediate removal of the Submitted Content from its website, receipt of replacement non-infringing Submitted Content, and to receive a refund of any royalties paid to Content Provider directly relating to the infringing Submitted Content.

      Content Providers are prohibited from using GatherYoga to impersonate another person or entity or to forge any email communication or message. Despite all this, GatherYoga cannot guarantee the accuracy, integrity, or quality of Content. GatherYoga maintains high editorial standard for Submitted Content submitted to the Website. The mission of GatherYoga 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 Website’s existing inventory of Submitted Content as a guideline as to which forms of Content are acceptable for publication.

  9. REMOVING CONTENT

    If the Content Provider wishes to remove any Submitted Content from the Website, it shall notify GahterYoga in writing and the decision will be made by GatherYoga, which removal consent shall not be unreasonably withheld. In any case, a back-up or residual copy of any Submitted Content posted by the Content Provider may remain on GatherYoga’s servers after the Submitted Content appears to have been removed from the Website, and GatherYoga retains the right to store, without publication, all such remaining copies. Furthermore:

    1. Submitted Content may be retained in our archives to the extent required by our data backup systems;
    2. Submitted Content that the Content Provider have made available to purchasers in electronic formats may also remain available on the Website (in purchasers’ Libraries) to users who have purchased that Submitted Content;
    3. GatherYoga does not retain any residual rights to removed Submitted Content other than those outlined above

      If the Content Provider chooses to terminate this Agreement, the terms above regarding the status of respective Submitted Content remain applicable.

  10. INTERNATIONAL CONTENT PROVIDERSGatherYoga makes no representation that material on the Website is appropriate or available at locations outside of the United States. Neither party may not use the Website or export the contents in violation of U.S. export regulations. If Content Provider accesses this Website from a location outside of the United States, the Content Provider is responsible for compliance with all applicable local laws.
  11. OPERATION OF WEBSITE

    GatherYoga will make every best effort to maintain the Website and keep it operational. However, GatherYoga may at its discretion suspend or terminate operation of the Website for maintenance or other reasons. In addition, for maintenance reasons, because of technical issues, or for other reasons, we may make GatherYoga.com unavailable from time to time. GatherYoga makes no commitment, warranty or guarantee that the Website will operate in a timely, uninterrupted, or error-free manner, or that the Website will meet Content Provider’s purposes but in any event will do our best to ensure that it meets the Content Provider’s requirements for satisfaction.

    GatherYoga may also in its discretion modify the features, availability, operation, and/or look and feel of the Website from time to time without notice to our Content Providers. Furthermore, GatherYoga will remove any content or users deemed to be in violation of this Agreement and/or the Terms of Use.

  12. DISCLAIMERSThe Submitted Content, Website and all software, services, information, materials, forums, tools, and Content provided or offered on the Website are provided or offered by GatherYoga, Content Provider and its third-party licensors and content providers on an “as-is”, “as-available” basis, without representation or warranty of any kind by GatherYoga, including but not limited to the implied warranties of merchantability, non-infringement and fitness for a particular purpose. Without limiting the prior statement, GatherYoga or Content Provider cannot vouch for the quality, accuracy, completeness, or currentness of any content or information sold or provided through the Website.
  13. LIMITATION OF LIABILITY

    In no event shall either party or any of its heirs, officers, employees, directors, affiliates, agents, or third-party licensors be liable 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 Submitted Content, Website, or content on the Website, or any transaction entered hereunder, whether in contract, tort or otherwise, even if a party 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.

    The Content Provider also agrees that he/she will hold GatherYoga, its agents, successors, employees, assigns or other representatives harmless against any recovery or penalty arising out of his/her breach of this warranty.

  14. INDEMNITYThe Content Provider releases GatherYoga from any legal actions that may arise from the Content. The Content Provider will hold GatherYoga and its agents, employees, successors, assigns, and other representative harmless against legal actions that may arise from plagiarism, breach of privacy, misrepresentation of facts, the authenticity of the Content, or copyright infringement. The Content Provider will also pay any and all legal fees and judgments that result from such a suit.
  15. PROPERTY RIGHTSGatherYoga is the owner of all intellectual property rights, including all copyright, patents, and trademarks associated with the Website, 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, plus the compilation of all materials and content on Website are owned by GatherYoga. Content Provider agrees not to modify, copy, distribute, or reverse engineer any of the software 7 Content Provider Agreement included on the Website. GatherYoga and its third-party licensors reserve all rights not expressly granted in this Agreement.

  16. RELATIONSHIP BETWEEN PARTIESEach party is an independent contractor of the other party. Nothing herein will constitute a Partnership between or joint venture by the parties, or constitute either party the agent of the other
  17. NOTICEAny notice to be given by one party to the other under, or in connection with this Agreement shall be in writing, signed by or on behalf of the party giving it, and addressed to the recipient at the address or email set out below or to such other address or email as that Party may notify to the other Party:
    To the Content Provider: (email or mailing address will be used as provided by Content Provider in the beginning of this document)
    To GatherYoga: GatherYoga
    Attention: Natalie Halt & Alesha Cumpton
    Email: info@gatheryoga.com
    Mailing Address:
    1641 Ware Bottom Lane
    Mt. Pleasant, SC 29464
  18. MISCELANIOUS 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 failure by any party to exercise any right provided herein shall not be deemed a waiver or forfeiture of any such right. The rights and remedies of the parties to this Agreement are cumulative and not alternative. No waiver of any rights is to be charged against any party unless such waiver is in writing signed by an authorized representative of the party so charged. Neither the failure nor any delay by any party in exercising any right, power, or privilege under this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege.

    This Content Provider Agreement and all rights appurtenant hereto shall be fully transferable or assignable by GatherYoga, in whole or in part, by operation of law, by virtue of an acquisition or merger of GatherYoga, or otherwise, without any consent of Content Provider. GatherYoga without any additional notice or consent on the part of Content Provider may enter into any agency, sub-distribution or super-distribution 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 South Carolina, without regard to its choice of law provisions. The parties agree that any dispute involving GatherYoga related to this Agreement or the Website 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 Charleston, South Carolina. The 8 Content Provider Agreement 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, 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.

  19. ENTIRE AGREEMENTThis Agreement and the Schedule A herein constitutes the entire Agreement between the parties with respect to the subject matter contained herein, superseding all previous Agreement pertaining to such subject matter, and may be modified only by an amendment executed in writing by the authorized officers of both parties hereto. All prior agreements, representations, warranties, statements, negotiations, understandings, and undertakings are superseded hereby. Both parties hereto represent that they have read this Agreement, understand it, agree to be bound by all terms and conditions stated herein, and acknowledge receipt of a signed, true, and exact copy of this Agreement.

    Through this Agreement the Content Provider is indicating that the Content Provider has the full power and authority to enter into and perform in accordance with the terms of this Agreement. The Content Provider also agrees that this Agreement is a legal, valid and binding obligation, and that its terms and conditions can be enforced.

    GatherYoga may change the terms in this Agreement from time to time. When the terms are changed, GatherYoga will notify the Content Provider in writing upon any change of the Agreement.

  20. TERMThis Agreement is effective until terminated by either party union written notice to the other party. GatherYoga may terminate or suspend this Agreement immediately if the Content Provider breaches any of the terms and conditions of this Agreement. GatherYoga also reserves the right to terminate the agreement at any time for any reason, in which event the Content Provider will receive written notice and GatherYoga agrees to pay any outstanding royalties owed to Content Provider and/or reimburse prorated hosting charges, and shall remove, erase, return or cease publication of Submitted Content. 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.

The parties have executed this Agreement under seal as of the day and year first written above

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Signed by Alesha Cumpton
Signed On: December 14, 2016

Signature Certificate
Document name: GATHERYOGA CONTENT PROVIDER AGREEMENT
Unique Document ID: 561e3928867af85bb3d60a9754459f4f1455dc10
Timestamp Audit
2016-12-14 21:55:05 EDTGATHERYOGA CONTENT PROVIDER AGREEMENT Uploaded by Alesha Cumpton - alesha@gatheryoga.com IP 112.202.33.96