CONTRIBUTOR AGREEMENT

THIS CONTRIBUTOR AGREEMENT (this “Agreement“) is made as of the ____ day of ____________, 2023 (the “Effective Date“) between Clear Insight LLC d/b/a Woo News TV, an Arizona limited liability company (the “Company“) and the undersigned Contributor (“Contributor“). The Company and the Contributor shall collectively be referred to as “Parties” and individually as a “Party.”

RECITALS

 

WHEREAS, the Company has various lines of business. One line of business is called “WooNews TV.” WooNews TV is a website and platform that promotes and hosts video, written, and image content from other contributors for the public to access with or without a subscription fee (the “Woo News Business”).

 

WHEREAS, the Company and Contributor wish to define the terms of the relationship whereby the Contributor will license Content to the Company in exchange for a share in the profits of the WooNews Business

 

NOW, THEREFORE, in consideration of and as a condition to the Company entering into a relationship as a licensee with the Company (the “Relationship“), the compensation paid thereby, and in consideration of the mutual agreements, promises, and understandings outlined in this Agreement and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged the Parties agree as follows:

1. Content Submission. Contributor agrees to submit original Content (the “Content”) (e.g., articles, videos, and images) to the Company for use in the Woo News Business for use on its website and related platforms. All Content must conform to the Woo News Standards (the “Standards”) listed on Exhibit A and may be revised periodically and published on the WooNews website. All Content must be original at the time of submission and shall not have been licensed to any third parties or made available to the public at the time of request.
   
   

2. Compensation.

(a) The Company shall seek to generate revenue for the WooNews Business through the sale of subscriptions or any other form of revenue it deems appropriate (the “WooNews Revenue”). Suppose some of the WooNews revenue overlaps with the Company’s gain related to other lines of business (e.g., life coaching). In that case, the Company may allocate such revenue between the WooNews Revenue and non-WooNews revenue at its reasonable discretion.

(b) The Company may (but is not obligated to) incur advertising, marketing, and various operational expenses to promote and operate the WooNews Business (the “WooNews Expenses”). Suppose some of the WooNews Expenses overlap with the Company’s costs related to other lines of business (e.g., life coaching). In that case, the Company may allocate such costs between the WooNews Expenses and non-WooNews Expenses in its reasonable discretion.

(c) The WooNews Revenue, less the WooNews Expenses, is the Woo News Profit (herein so called). The Company shall pay its contributors 30% of the WooNews Profit (the “Collective Contributors’ Share”). The Company shall determine, based on multiple performance metrics and its reasonable discretion, the percent of the Collective Contributors’ Share that shall be allocated to the undersigned Contributor and how much shall be allocated to other contributors.

3. Intellectual Property. Contributor grants to the Company a non-exclusive, worldwide, royalty-free (except for the compensation set forth herein) license to use, distribute, reproduce, modify, and display the submitted Content in any media format for promotional and editorial purposes. The license granted herein shall be perpetual unless this Agreement is terminated, at which time the license shall terminate. Contributor represents and warrants that it has all necessary rights, permissions, and consents to submit and publish the Content and further represents that entering into this Agreement, and the submission and publication of Content pursuant to this Agreement, shall not infringe on the rights of any third parties or otherwise breach or damage any contractual or other rights of third parties. The Company reserves the right to edit, modify, or reject any submitted Content.
   
   

4. Termination. Either Party may terminate this Agreement with written notice to the other Party. Upon termination, the Company shall have 15 days to remove the Content from its platforms. Provided, however, if the Company has committed to any third party to continue to publish the Content, the Company may comply with any outstanding commitments even after termination of this Agreement, and the license granted herein shall continue in effect as long as necessary for the Company to comply with any exceptional obligations to third-parties.
   
   

5. Confidentiality. Contributor acknowledges that, because of Contributor’s Relationship with the Company, Contributor will be provided confidential information of the Company (“Confidential Information“). Contributor acknowledges that such Confidential Information is a valuable and unique asset of the Company and covenants that, both during and after the Relationship, Contributor will not disclose any Confidential Information to any third party without the Company’s prior written authorization. The obligation of confidentiality imposed by this Section 5 shall not apply to Confidential Information that otherwise becomes known to the public through no act of Contributor in breach of this Agreement or which is required to be disclosed by court order or applicable law.

6. No Employment Contract or Partnership or Equity Ownership. It is the express intention of the parties that the Contributor is a licensor. Nothing in this Agreement shall be construed to constitute a Contributor as an agent, employee, representative of, or equity owner in the Company. Contributor acknowledges and agrees that Contributor is obligated to report as income all compensation received by Contributor under this Agreement. Contributor agrees to and accepts the obligation to pay all self-employment (if applicable) and other taxes.
   
   

7. Indemnity. Contributor further agrees to indemnify and hold harmless the Company and its owners, officers, employees, representative, and agents from and against all taxes, losses, damages, liabilities, costs and expenses, including attorney’s fees and other legal expenses, arising directly or indirectly from (i) any negligent, reckless or intentionally wrongful act of Contributor or Contributor assistants, employees, affiliates or agents, or (ii) any breach by the Contributor or Contributor’s assistants, employees, affiliates or agents of any of the covenants or representations contained in this Agreement.
   
   

8. Compliance with Laws. Both Parties agree to comply with all applicable laws and regulations.
   
   

9. Assignment. Contributors may not assign this Agreement, in whole or in part, without the Company’s prior written consent. The Company may assign its rights under this Agreement.
   
   

10. Governing law. This Agreement and all actions arising under or in connection in addition to that shall be governed by the laws of the State of Arizona (without reference to conflict of law principles). The Company and Contributor agree that any dispute or controversy arising out of, relating to, or in connection with the interpretation, validity, construction, performance, breach, or termination of this Agreement shall be settled by the courts in Maricopa County, Arizona.
    
    

11. Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if the signatures to it and hereto were upon the same instrument. Each such counterpart shall be deemed an original, but all of which together shall constitute one and the same instrument.
    
    

12. Severability. If any provision of this Agreement is inconsistent or contrary to any applicable law, rule, or regulation, then said provision shall be deemed to be modified to the extent required to comply with said law, rule, or regulation, and as so modified, said provision and this Agreement shall continue in full force and effect.
    
    

13. Entire Agreement; Modification. This Agreement is the final Agreement concerning the subject matter hereof, and no additional terms mo, modification, or alteration of this Agreement shall be valid unless the same is specified in writing and signed by the Contributor and the Company.
    
    

14. Successors and Assigns. This Agreement shall be binding upon the Contributor’s heirs, executors, administrators, or other legal representatives and is for the benefit of the Company, its successors, and assigns.
    
    

15. Attorneys’ Fees. Should either Party resort to legal proceedings to enforce this Agreement, the prevailing Party in such legal proceedings, as determined by the arbitration or other trier of fact, shall be awarded, in addition to such other relief as may be granted, attorneys’ fees and costs incurred in connection with such proceeding.
     

16. No Third Party Beneficiaries. Other than the Company and the indemnities set forth above, no third-party beneficiaries are under this Agreement. The Parties have executed this Contributor Agreement effective as of the date first written above.

  By:

EXHIBIT A

 

WooNews Content Standards, Requirements, and Guidelines

 

Introduction:

 

WooNews is committed to delivering high-quality and captivating video, written, and image content to our discerning audience. The following Content Standards, Requirements, and Guidelines are established to uphold these standards and maintain professionalism.

 

Video Standards:

1. Resolution and Aspect Ratio: Videos must adhere to high-definition (HD) standards, with a minimum resolution of 720p or Full HD (1080p). Aspect ratios acceptable for publication include 16:9 or 4:3 to ensure compatibility with modern screens.
   
   

2. Frame Rate: Preferred frame rates are 24, 30, or 60 frames per second (fps). Consistency in frame rate throughout the video is essential for seamless playback.
   
   

3. Codec and Bitrate: Video content should be encoded using H.264 or H.265 codecs to ensure optimal quality and compatibility. Recommended bitrate falls within the range of 2,500 to 8,000 kbps for 720p videos and 5,000 to 15,000 kbps for 1080p videos.

 

Content Requirements:

1. Content Guidelines: Content submitted must align with WooNews’ editorial focus, encompassing but not limited to news, current events, feature stories, and interviews. All Content must adhere to factual accuracy, impartiality, and ethical journalistic standards. Content must also be original, not previously licensed to third parties, or made available to the public before submission to the Company.
   
   

2. Copyright and Exclusive Rights: By uploading Content to the WooNews website, the Contributor affirms their exclusive rights to the Content. Any inclusion of third-party Content (e.g., images, music, clips) in the submitted Content must be appropriately licensed and accredited. WooNews TV shall retain rights to the uploaded Content as stipulated in the Agreement to which Exhibit A is attached. The Content and access to it through WooNews must not violate any civil or criminal laws, including but not limited to intellectual property laws.

 

Uploading Process:

1. Log in to your WooNews contributor account.
   
   

2. Access the “Upload” section and follow the prompts to select your video file.
   
   

3. Allow the platform to process and transcode the video. The duration of this process may vary depending on the file size.
   
   

4. Upon completion of processing, review the video preview to ensure quality and accuracy.
   
   

5. Add metadata, including a concise and descriptive title, a detailed description of the Content (highlighting critical points and notable features), relevant links, references, and credits.
   
   

6. Use relevant keywords and tags to enhance discoverability and categorization.
   
   

7. Select appropriate categories to facilitate user navigation.
   
   

8. Submit the video for editorial review.

 

Legal Requirements:

By adhering to these Video Standards, Requirements, and Guidelines, WooNews TV aims to maintain consistent quality, professionalism, and relevance in its Content. Your contribution is instrumental in achieving our mission of delivering informative and engaging news and stories to our esteemed audience. We extend our appreciation for being an integral part of WooNews.