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GoodFeed Publisher Addendum

This Publisher Addendum (“Addendum”) is entered into between you (“Publisher”, “you” or “your”) and GoodFeed, Inc. (“GoodFeed”, “Company”, “us’, “our”, or “we”), and is governed by and incorporated into GoodFeed’s Terms of Use located at Terms of Use, as the same may be supplemented, amended or otherwise modified from time to time. To the extent that there is any conflict between the terms of this Addendum and any term(s) in the Terms of Use, the terms of this Addendum will control. Any capitalized but undefined terms used herein shall have the meaning as ascribed to them in GoodFeed’s Terms of Use.

Definitions

  1. Advertising Regulations means any applicable federal, state and local law, rule and regulations governing marketing, advertising and related activities, including those governing the marketing and advertising of electronic vapor products, and including all rules and guidelines promulgated by the Federal Trade Commission (including the FTC Endorsement and Testimonial Guides at http://ftc.gov/os/2009/10/091005revisedendorsementguides.pdf and http://business.ftc.gov/documents/bus71-ftcs-revised-endorsement-guideswhat-people-are-asking) and the U.S. Food and Drug Administration.
  2. Brand means any third-party with whom GoodFeed works with to provide advertising, promotional and/or marketing services.
  3. CPC Revenue means the amount paid by a Brand each time an advertisement is clicked through the Services.
  4. Publisher Channels means the pages and channels which are controlled by Publisher and in relation to which Publisher distributes any Publisher Materials.
  5. Publisher Materials means the copy, blog, vlog, film, audio visual recording, sound recording, photograph, image, drawing, still, artwork, text or other material (including any User Contributions) posted by you to your GoodFeed account or which you otherwise make available through GoodFeed’s Services, including on any of the Publisher Channels.
  6. Publisher Image Rights means any of trademark, logo, name, professional alias or stage name, image, likeness, voice or signature belonging to you.
  7. Territory means worldwide.

Grant of Rights

  1. The Publisher Materials and any other materials, data and work product provided by you or otherwise uploaded or contributed by you to or through our Services (collectively, the “Work Product”), are and shall be deemed to be “works made for hire” for GoodFeed (as that term is used and construed under the Copyright Act of the United States or any similar or analogous law or statute of any other jurisdiction) and made in the course of services rendered to GoodFeed. GoodFeed shall be the sole and exclusive owner of the Work Product and all right, title and interest therein. In the event and to the extent that exclusive title and/or ownership rights to the Work Product may not or do not originally vest in GoodFeed as contemplated hereunder, you hereby irrevocable assigns, transfers and conveys to GoodFeed with full title guarantee, by way of present assignment of present and future copyright and other rights, all intellectual property rights and all other rights of whatever nature in and to the Work Product, except for any Publisher Image Rights.
  2. You hereby grant to GoodFeed, any Brand and their respective licensees and designees a royalty free, non-exclusive, perpetual right and license throughout the Territory to use the Publisher Image Rights in connection with any use or exploitation of the Work Product as well as any general promotional usages and/or marketing usages for GoodFeed.
  3. Any and all goodwill arising out of the use of the Work Producers shall, as between GoodFeed and you, accrue to the benefit of GoodFeed. Any and all goodwill arising out of the use of the Publisher Image Rights shall accrue to the benefit of the Publisher.
  4. Given the nature of the Internet, the parties agree and acknowledge that the Publisher Materials may be available outside of the Services, and the Publisher agrees that GoodFeed shall not be responsible for removing any Publisher Materials from the Services or third-party website or application, or for any use of the Publisher Materials by third parties. Publisher shall not take down any Publisher Materials from the Services without the prior written approval of GoodFeed.
  5. You agree to notify the Company immediately in writing (email shall suffice) if you receive any notice in relation to the Work Product alleging the infringement of the rights of any third party, or a violation of Advertising Regulations or any applicable law.

Fees; Audit Rights.

  1. In consideration of the rights granted to GoodFeed herein, and so long as Publisher is not in breach of this Agreement, GoodFeed agrees to pay Publisher Sixty Percent (60%) of CPC Revenue actually received and paid to GoodFeed that is derived solely and directly from the Publisher Materials (“Profit Share”). You agree and acknowledge that the Profit Share is the sole amount payable to you by the Company for the rights granted under this Addendum. The Company may deduct or withhold any taxes that it may be legally obligated to deduct or withhold from any amounts payable to you under this Addendum, and payment to you as reduced by such deductions or withholdings will constitute full payment and settlement of amounts payable to you under this Addendum. You shall provide the Company with any forms, documents, or certifications as may be required for the Company to satisfy any reporting or withholding tax obligations with respect to any payments under this Addendum. You shall be responsible for making all deductions from payments and fees received by you and for performing all acts and making all payments necessary under any applicable law in force in the Territory, including any income tax and Social Security contributions (as applicable).
  2. You represent and warrant that you are not a member of the Screen Actors Guild - American Federation of Television and Radio Artists (SAG-AFTRA), Actors’ Equity Association or any other union or collective bargaining agreement. The Profit Share is inclusive of all fees (including any wardrobe, rehearsal, filming, recording, re-recording, post-synchronization, studio, residual, and union fees) and other monies which might otherwise be or become due and payable to you. It is understood that this Addendum and your obligations and services hereunder shall not be subject to or rendered in accordance with the provisions of any collective bargaining agreement currently in effect. In the event that, for any reason, this Addendum shall become subject to any collective bargaining agreement, then to the extent permitted pursuant to such collective bargaining agreement, all corresponding payments to you hereunder shall be deemed to be in lieu of and credited against any minimum compensation to which you are entitled pursuant to said collective bargaining agreement, including, but not limited to, any residuals, re-use fees, supplemental market payments and other fees, if any, required to be paid to you, if any.
  3. GoodFeed shall account to you within ninety (90) days after the end of each semi-annual accounting period (i.e., 90 days after June 30 and December 31); provided, however, that Company will not render an accounting to you for any period(s) during which less than Five Hundred Dollars ($500.00) is due to you. In such a situation, your account balance will roll over to the next semi-annual accounting statement until such time at which the amount of royalties due to you exceeds Five Hundred Dollars ($500.00).
  4. Statements which Company render to you shall not be subject to objection unless specific objection in writing is given to us within Fifteen (15) days after we send the same to you. Accordingly, you shall be deemed to have consented to all accountings rendered by us hereunder and each such accounting shall be conclusive, final, and binding, shall constitute an account stated, and shall not be subject to any objection for any reason whatsoever unless specific objection in writing, stating the basis thereof, is given by you to us within Fifteen (15) days after we send such statement to you.

Publisher Obligations.

  1. Publisher agrees to:

    1. Comply with the Advertising Regulations, as well as any requirements provided by a Brand or the Company from time to time;
    2. Comply with the Company’s instructions when referring to the Company’s or a Brand’s products or services;
    3. Ensure all Publisher Materials are truthful, socially responsible, not defamatory or harmful to any third party, not illegal or offensive, not violent and do not depict dangerous or anti-social behavior;
    4. Not do anything or authorize any activity (whether directly or indirectly) in the creation of the Publisher Materials which could be misleading in relation to the effects of use of a Brand’s services or products;
    5. Ensure that the Publisher Materials and any statements made by you about a Brand and/or its products or services represent the accurate experience and opinion of you; and
    6. Not include any third-party content or intellectual property (including by way of example, music, logos, other people, other branded products) in the Publisher Materials unless it has obtained written permission from the owner of such intellectual property or third-party content.

  2. You shall not engage in any practices in relation to promotion of the Publisher Materials which artificially increase the perceived engagement with the Publisher Materials. By way of example only, such prohibited practices could include, without limitation:

    1. Paying (whether directly or indirectly) a third party to increase the number of likes on Publisher Materials and/or on the Publisher Channels in order to make you and/or your content appear to have a wider and more engaged audience than you actually do;
    2. Using (or authorizing others to use) automated means such as bots, software, applications or programs to increase the number of likes, comments, shares or other engagements with Publisher Materials; and/or
    3. other unethical, dishonest, non-organic or non-human methods of increasing perceived engagement with the Publisher Materials and/or your Publisher Channels.
  3. In the event that the Company has a reason to suspect that the Publisher has breached any requirements of this Paragraph 4, then Company will have the right to immediately terminate this Addendum (and thereby, Publisher’s affiliation with GoodFeed as a publisher) and/or Publisher’s Channel with or without any written notice to you.

Representations and Warranties.

The Publisher warrants, represents and covenants to the Company that:

  1. Publisher has the full right and power to enter into this Addendum and perform Publisher’s obligations hereunder;
  2. The Publisher’s creative contributions in connection with the Publisher ‘s services hereunder shall be wholly original with the Publisher without being taken from, or based upon, in whole or in part, any pre-existing work created by a third party;
  3. The use of the Publisher Materials and Publisher Image Rights will not infringe any third-party intellectual property rights or any other rights of any third party (including privacy or publicity rights);
  4. The Publisher Materials shall not be defamatory, libelous, slanderous, obscene or likely to cause offense;
  5. Publisher has the right and power to assign, grant and/or license (as applicable) the rights assigned, granted and/or licensed herein to the Company and the Brand, and Publisher is not subject to any prior or existing contractual or other obligation that prevents, restricts, limits or in any way affects Publisher ‘s capacity or ability to perform any of Publisher s obligations hereunder;
  6. The Publisher is in such a state of health that Publisher will be able to fulfil its obligations under this Addendum;
  7. The Publisher shall not commit any act or omission which at any time: (i) violates any Company or Brand policy; (ii) constitutes a violation of criminal law (excluding minor traffic violations) or civil code, (iii) constitutes, in the Company’s sole good faith judgement, reckless conduct, gross negligence, or other malfeasance; (iv) in the Company’s sole good faith judgment, brings the Publisher into public disrepute, scandal, contempt, ridicule, or that shocks, insults, or offends or reflects unfavorably on or degrades the Publisher, the Company, a Brand and/or any of their respective affiliated or related entities. For the avoidance of doubt the above shall include, without limitation, conduct that may be construed as sexual or other forms of harassment, discrimination, or retaliation.
  8. The Publisher Materials and Publisher’s performance of all of Publisher’s obligations under this Addendum shall comply with all applicable laws, rules and regulations, including all Advertising Regulations;
  9. The Publisher is not the subject of any current or pending legal proceedings; and
  10. The Publisher does not have a criminal record of any kind, is not subject to any outstanding criminal investigation (Company may carry out checks to confirm this).

Indemnification Obligations; Limitation of Liability.

  1. The Publisher shall defend, indemnify and hold the Company, each Brand and each of their respective affiliates, directors, officers, employees, successors and assigns harmless against all costs (including reasonable legal costs), claims, expenses and liabilities incurred by the indemnified party arising in connection with any breach by Publisher of this Addendum, including any of the representations, warranties and covenants set out in Paragraph 5.
  2. IN NO EVENT WILL GOOD FEED BE LIABLE TO PUBLISHER UNDER OR IN CONNECTION WITH THIS ADDENDUM FOR LOSS OF ACTUAL OR ANTICIPATED INCOME OR PROFITS; LOSS OF GOODWILL; LOSS OF ANTICIPATED SAVINGS; LOSS OF DATA; OR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND HOWSOEVER ARISING AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, WHETHER OR NOT SUCH LOSS OR DAMAGE IS FORESEEABLE, FORESEEN OR KNOWN. THE COMPANY’S TOTAL LIABILITY TO THE PUBLISHER ARISING OUT OR RELATED TO THIS ADDENDUM EXCEED THE AMOUNT OF THE PROFIT SHARE PAYABLE TO PUBLISHER PURSUANT TO PARAGRAPH 3.
  3. The Publisher hereby agrees that his or her sole remedy for any breach of this Addendum by the Company shall be limited to an action at law for money damages and in no event shall the Publisher be entitled to seek to enjoin the distribution, marketing, publicity, promotion or other exploitation of the Work Product or to seek or obtain any other injunctive or other equitable relief in connection with any claim or dispute arising under or relating to this Addendum.

If within thirty (30) days after GoodFeed notifies Publisher of any indemnification claim, the Publisher fails to take action to defend or settle such claim, then GoodFeed may at the Publisher’s expense undertake the defense, compromise or settlement of the claim as it sees fit.