Content Submission Agreement

This is an agreement between you the User and the Company whose identity is defined in the accompanying Terms Of Service: https://www.ufix.me/tos

The Company has created a Program that enables you to supply content (your “Licensed Property”) to this website (or “Site”) and where applicable get paid an agreed consideration (usually money $ USD) and defined herein as Fees which will be paid to you via the website’s payment mechanisms, such as commissions.

By the act of you the User providing the Company with potential content for this website which includes any associated phone applications or software you agree to be bound by the terms of this agreement.

The Schedules of Fees to be paid to you are at the end of this document.

LICENSED PROPERTY

The Licensed Property includes any form of; video, audio, image, and print materials, supplied by the you to the Company for display and distribution by the Company through its various outlets which include its website, phone applications, and other third party outlets the Company may utilise. The Company may then at its own discretion display and distribute this Licensed Property, and may also apply administrative charges for doing so.

GRANT OF RIGHTS

Subject to the various terms and conditions out in this agreement, you hereby grant to the Company the right throughout the world in perpetuity to use the Licensed Property in connection with the distribution and display of the Licenced Property. All rights in and to the Licensed Property, all copyrights, other trade and service marks, patents, and other properties of you the User not specifically granted in this Agreement are reserved to you the User.

You also grant the right for the Company to modify or alter your Licenced Property for the purposes of attaching it to the Company’s own material, such as logos, or combining it with other Site content.

EXCLUSIVE RIGHTS

Where Licenced Property is supplied by you to the Company on the basis that you will be paid Fees for its display and distribution, then you grant the Company an exclusive right to display and distribute the Licenced Property.

Where Licenced Property is supplied by you to the Company on the basis that you will NOT be paid Fees for its display and distribution, then you grant the Company a non-exclusive right to display and distribute the Licenced Property.

CONSIDERATION / YOUR FEES

The Company shall pay you Fees upon the Licenced Property in accordance with the provisions of Schedules set out below. Fees due shall be payable to you once a month in accordance with the Schedules provided that they exceed the minimum payout limit. All Fees are payable in $ U.S. Dollars and may be paid under the classification of commissions.

Notwithstanding the foregoing, if and to the extent you are required to file or provide certain documentation for tax and other governmental purposes, payment of the Fees may be suspended pending completion or provision of such documentation.

Where the company has yet to develop a mechanism for precisely determining the Fees due to you, it may instead use a reasonable form of approximation to determine the Fees due to you.

COMPATIBILITY OF LICENCED PROPERTY

You will ensure that any Licenced Property you supply to the Company is compatible with the other content of the Company’s website. In order you to stay up to date with the Company’s website, you will at your own expense or effort stay up to date with the website’s content by maintain access to and viewing the support blogs.

Where a you fail to stay up to date with the content of the support blogs you shall forgo the right to be paid Fees upon the display or distribution of your Licenced Property.

This arrangement is in place in order to encourage users to create and supply content that enjoys mutual relevance and compatibility.

REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

(a) You are legally capable and authorized to enter into this Agreement; and, if you represent an entity, all actions necessary to authorize you to enter into this Agreement have been taken.

(b) You are the sole owner and operator of the Licenced Property or fully authorised by the sole owner and operator of the Licenced Property to act upon its behalf.

(i) depict anyone less than eighteen (18) years of age illegally or in a manner potetially harmful to their welfare;

(ii) contain material subject to United States 18 USC §2257 or similar enactment in other countries (but if it does, you will notify us not less than thirty (30) days in advance of such inclusion and you will comply in all respects therewith);

(iii) contain any information which you know or reasonably should know is false;

(iv) contain or transmit any apps or programs that are or can be installed or downloaded to a Customer’s computer or other device without the Customer’s express and knowing consent as to the exact nature, purpose and function of such apps or programs;

(v) not use the Company's name or the Marks in any form of unsolicited communication, including unsolicited email (spam)

DISCLAIMERS.

The Company makes no representations or warranties as to the Site. To the maximum extent of the law, the Company disclaims all representations, warranties and conditions, express and implied, including the warranties of merchantability, fitness for particular purpose, title and non-infringement. The Site is provided “as is.”

LIMITATION OF LIABILITY.

IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES INCLUDING BUT NOT LIMITED TO THE LOSS OF PROFITS OR BUSINESS OPPORTUNITY, EVEN IF WE HAD BEEN ADVISED OF SUCH POSSIBILITY.

IN NO EVENT SHALL THE LIABILITY OF THE COMPANY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE FEES PAID TO YOU BY THE COMPANY. THIS LIMITATION APPLIES TO ANY LIABILITY ARISING FROM ANY CAUSE OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES.

For purposes of this section, any reference to “the Company” shall include the Company's affiliates, officers, employees, principals, agents and contractors.

TERM AND TERMINATION

This Agreement shall commence upon you supplying the Company with your Licenced Property, and may be terminated by either Party upon written notice to the other. We may terminate this agreement with you at any time for any reason, and provided there was no breach by you we shall pay you Fees due to you up to the point of that termination. If we terminate this Agreement due to breach by you, no further Fees shall be paid to you and we may seek such other relief, equitable and legal, as may be available. If you terminate, the Fees due and owing to you up to that point in time shall be paid as provided herein. Regardless who terminates, upon termination, any and all rights and licenses granted by us to you shall immediately cease.

Upon termination you will supply the Company with a comprehensive schedule of all Licenced Property you have supplied the company with along with all specific locations where the Company is displaying or distributing that Licenced Property. The Company will in any event take reasonable steps to remove your Licenced Property but shall not be liable for any omission to do so. Where your Licenced Property forms a minor part of some other material displayed or distributed by the Company then the company may continue to display or distribute it.

RELATIONSHIP

(a) You the User are an independent contractor with respect to the Company. Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between you and the Company. You shall not, in any manner or respect, represent, suggest or convey the impression that you are an employee or agent of the Company, or that the Company has endorsed you and/or your own site or that you represent the Company in any manner or capacity. You have no authority to and shall not enter into any agreements or obligations purporting to be binding upon the Company.

(b) As an independent contractor, you are solely and exclusively responsible: (i) for all taxes payable with respect to income earned through the Site; (ii) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that you are not covered by or eligible for any insurance from the Company; and (iii) for ensuring that you comply with any Licensing Authority’s rules or practices.

(c) Where you are trading via the umbrella of your own company, then you must provide evidence that this will not potentially place any tax burden upon our Company. Should it later transpire that you have placed a potential tax burden upon our Company, then you hereby indemnify our Company against the cost of settling any tax liabilities that might be levied.

CONFIDENTIALITY

You promise and agree to hold Confidential Information in strict confidence and in trust for the sole benefit of the Company, both during the term of this Agreement and at all times thereafter, and shall not use such Confidential Information for any purpose, whether or not for consideration, business or personal, other than as may be reasonably necessary for the performance of its duties pursuant to this Agreement, without the Company's prior written consent. You shall not disclose any Confidential Information to any person or entity, other than to such of its employees or consultants as may be reasonably necessary for purposes of performing its duties hereunder and have executed agreements of confidentiality no less protective than this Agreement, without the Company's prior written consent. You shall use not less than the same degree of care it uses to protect its own Confidential Information, but in any event not less than a reasonable degree of care. For purposes of clarity, your obligations hereunder include taking all actions necessary to ensure that your affiliates, employees, contractors and agents and any other person or party who obtains Confidential Information from or as a result of provider abide by the terms of this section in their entirety.

Confidential Information does not include information that (a) is or becomes publicly known through lawful means; (b) was rightfully in provider’s possession or part of your general knowledge prior to the effective date of this Agreement; or (c) is disclosed to you without confidential restriction by a third party who rightfully possesses the information (without confidential restriction) and did not learn of it, directly or indirectly, from the Company.

If you are required to disclose Confidential Information by virtue of a lawful court order, subpoena or similar legal request, you will promptly notify the Company in writing of such requirement and cooperate so that the Company may seek an appropriate protective order. You will not use, copy, publish, distribute or summarize any Confidential Information except as necessary to carry out the activities contemplated herein.

WAIVER

You expressly and unconditionally waive any and all claims against the Company, regardless the bases upon which such claim(s) may be made, that may be based on, arise in connection with or be related to any of the following acts, circumstances or conditions:

(a) the Site is partially or totally inoperative or inaccessible;

(b) there are bugs, errors or inaccuracies in the Site;

(c) a suspension, termination or other action was taken with respect to your account by the Company even if such suspension, termination or other action resulted in a loss of profits to you;

(d) any claim relating to a change in this Agreement by the Company;

(e) withholdings, deductions or offset in connection with payment of Fees due to applicable tax or currency control restrictions.

For purposes of this section, any reference to “the Company” shall include the Company's affiliates, officers, employees, principals, agents and contractors.

No waiver by the Company of any breach by you of any condition or provision of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by the Company in exercising any right, power, or privilege under this Agreement operate as a waiver to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

You are solely responsible for the security of your Account, and the username and password associated with your Account. You hereby waive and dismiss any claims against us and agree to indemnify, defend and hold us harmless against any unauthorized use of or access to your Account by an unauthorized person using your username and password.

You agree that any dispute you raise shall be as an individual only, not as a class or with or behalf of anyone else. You expressly waive any right to bring a class or collective action, or be a member in a class or collective proceeding. The Company may take any and all actions necessary to dismiss a class or collective actions or claims thereunder.

INDEMNIFICATION

The Company and its affiliates, owners, principals, officers, employees and agents shall be referred to, collectively, as “the Company Indemnitees.”

You agree to and shall indemnify, defend (with legal counsel reasonably acceptable to the Company Indemnitees) and hold the Company Indemnitees harmless from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable attorneys’ fees and costs of any suit related thereto) suffered or incurred by any of them arising from:

(a) any misrepresentation by, or breach of any covenant or warranty of yours contained in this Agreement or any exhibit, certificate, or other agreement or instrument furnished or to be furnished by you hereunder;

(b) any non-fulfilment of any agreement by you under this Agreement;

(c) any suit, action, proceeding, claim or investigation against the Company Indemnitees which arises from or which is based upon or pertaining to your acts or omissions or conduct of business;

(d) failure to comply with the terms of this Agreement by you or your employees and agents;

(e) failure to comply with applicable law by you or your employees and agents;

(f) defamation, libel, violation of privacy rights, unfair competition, or infringement of intellectual property rights or allegations thereof to the extent caused by you or your employees and agents;

(g) failure to pay appropriate taxes for yourself or your employees and agents (including withholding taxes, if any); or

(h) the Affiliate Site contains or promotes materials that infringe or violate the copyright or other intellectual property rights of any third-parties.

If any lawsuit, enforcement action or any attempt to collect on an alleged liability is filed against the Company Indemnitees, written notice thereof shall be given to you within ten (10) business days after receipt of notice or other date by which action must be taken; provided, however, that the failure of the Company Indemnitees to give timely notice shall not affect its rights to indemnification hereunder except to the extent that you demonstrate damage caused by such failure. After such notice, you shall be entitled, if it so elects, to take control of the defense and investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, at your reasonable cost and expense. The Company Indemnitees shall cooperate in all reasonable respects, at your cost and expense, with you and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. You shall not, without the prior written consent of the Company Indemnitees, effect any settlement of any proceeding in respect of which the Company Indemnitees is/are a party and indemnity has been sought hereunder unless such settlement of a claim, investigation, suit, or other proceeding only involves a remedy for the payment of money by you and includes an unconditional release of the Company Indemnitees from all liability on claims that are the subject matter of such proceeding.

If you shall have an indemnification, defense and hold harmless obligation, as above provided, and shall fail to assume such obligation, then the Company Indemnitees shall have the right, but not the obligation, to assume and maintain such defense (including reasonable counsel fees and costs of any suit related thereto) and to make any settlement or pay any judgment or verdict as the Company Indemnitees, in its/their sole and absolute discretion, deem necessary or appropriate; such costs of settlement, payment, expense and costs, including reasonable attorneys’ fees, to be reimbursed by you upon demand by the Company Indemnitees.

The Company may deduct or offset or withhold your Fees if the Company, in its sole and absolute discretion, determines that you have committed some act that is likely to result in disputes, chargebacks or damages to the Company to which the Company would be entitled to indemnification by you.

ASSIGNMENT; SUCCESSION

You may not assign this Agreement without the written agreement of the Company. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, this Agreement is binding upon and will inure to the benefit of the successors, heirs and permitted assigns of the Parties.

This Agreement shall be binding upon the Parties and their successors, permitted assigns, heirs, affiliates, directors, shareholders, officers, employees and/or agents.

GOVERNING LAW

This Agreement shall be governed by the laws of the Company’s primary place of incorporation and conducted in English, without regard to its conflict of law provisions. But this shall not preclude the Company initiating legal action against the user in any other jurisdiction.

DISPUTE RESOLUTION

To the fullest extent permitted by law, all disputes arising out of and related to this Agreement (“Disputes”) shall be resolved as follows:

(a) Manner of Resolution. The parties may in the first instance apply to have any dispute resolved through independent arbitration or mediation.

(b) Equitable Relief. Each Party acknowledges that (i) a breach or threatened breach by such Party of any of its obligations under this Agreement would give rise to irreparable harm to the other Party for which monetary damages would not be an adequate remedy and (ii) if a breach or a threatened breach by such Party of any such obligations occurs, the other Party will, in addition to any and all other rights and remedies that may be available to such Party at law, at equity, or otherwise in respect of such breach, be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from, notwithstanding anything to the contrary contained herein, any court of competent jurisdiction, without any requirement to (1) post a bond or other security, or (2) prove actual damages or that monetary damages will not afford an adequate remedy.

WAIVER OF JURY TRIAL

Each of the Parties knowingly, voluntarily and irrevocably waives, to the fullest extent permitted by law, all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of any Party in negotiation, administration, performance or enforcement of this Agreement.

REMEDIES

All rights, remedies, undertakings, obligations and agreements contained in this Agreement or available at law, in equity or otherwise, shall be cumulative, and none shall be a limitation of any other remedy, right, undertaking, obligation or agreement.

This Agreement shall be binding upon the parties and their successors, permitted assigns, heirs, affiliates, directors, shareholders, officers, employees and/or agents.

FORCE MAJEURE

The Company shall not be responsible or liable for any delay or failure to fulfil any provision of this Agreement if such a delay or failure results directly or indirectly from any act of God, war, riot, insurrection, embargoes, acts of civil or military authorities, fires, floods, explosions, accidents, or any other cause beyond the reasonable control of the Company.

INTERPRETATION

You acknowledge and agree that you had sufficient time and opportunity to have this Agreement reviewed by your legal counsel. If this Agreement is ever construed, whether by a court or arbitrator, such court or arbitrator will not construe this Agreement, or any provision hereof, against any party as drafter.

This Agreement is written in English and, notwithstanding the translation or translatability into other languages, the English language version of this Agreement shall be controlling.

The headings used herein are for convenience only and shall not be deemed to define, limit or construe the contents of any provision of this Agreement. The meanings given to terms defined herein will be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms.

COUNTERPARTS

This Agreement may be executed in counterparts, via any means including e-mail, all of which shall be effective, but when taken together shall comprise one agreement.

SEVERABILITY

If any provision of this Agreement is unenforceable under any applicable law or is held invalid, such holding shall not affect any other provision hereof, and the defective provision shall, if applicable law permits, be modified and interpreted in a manner that it is enforceable. Otherwise, the offending term or provision shall be omitted and not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

AMENDMENTS

The Company may modify or amend the terms of this Agreement at any time by posting such changes on the Site and/or notifying you by email. Notwithstanding any modification, the rights and obligations of the Parties relating to the consideration to be received hereunder and any fees to be charged as between Parties as to any occurrence prior to the effective date of such modification shall remain unchanged by any such modification.

ADMINISTRATIVE CHARGES

The Company may apply Administrative Charges against Fees due to you. The specifics of these charges are set out below in the Schedules.

NOTICES

Any notices or other communications required or permitted hereunder shall be sufficiently given if in writing and delivered in Person or sent by registered or certified mail (return receipt requested) or nationally recognized overnight delivery service, postage pre-paid, or delivered via email, to the addresses each party as already supplied.

Notices, demands or requests which we or you are required or desire to give the other hereunder shall be deemed to have been properly given for all purposes if (a) hand-delivered to the Party's notice address, (b) delivered to a nationally recognized overnight courier such as FedEx, UPS or DHL to its addressee at such Party's notice address, or (c) delivered by email. Each such notice, demand or request shall be deemed to have been received upon the earlier of (i) actual receipt or refusal by the addressee if hand-delivered in accordance with clause (a) or (b) above, or (ii) the date and time of transmission if sent during business hours in accordance with clause (c) above. The Parties shall notify the other of any change in address, which notification must be at least two business days in advance of it being effective. Notices may be given on behalf of any Party by such Party's legal counsel. For a notice to be valid and effective, an email copy of such shall notice shall be sent concurrently to the addressee’s email. An email notice alone shall be sufficient upon acknowledgment of receipt by the recipient or the recipient’s reply to such email, direct or indirect.

ENTIRE AGREEMENT

This Agreement sets forth the entire agreement and understanding between you and the Company relating to the subject matter hereof and thereof and supersedes any prior or contemporaneous discussions, agreements, representations, warranties and other communications between you and the Company, written or oral, to the extent they relate in any way to the subject matter hereof.

SCHEDULES

SCHEDULE 1

Minimum Payout

The minimum Fees payout: $20 USD

Below this level, any Fees payout due will be transferred until the next month’s round of payouts. Fees may be paid under the classification of commissions.

SCHEDULE 2

Licenced Property – Unlimited Access

This relates to Licenced Property displayed in the Support Blogs area of the website, that is accessible to site members who have NOT completed an up to date blog access form.

You are making this Licenced Property available to the Company on a non-exclusive basis. You are at liberty to display and distribute this content through other platforms of your choice.

Fees payable to you with respect to this category: Nil

SCHEDULE 3

Licenced Property – Restricted Access

This relates to Licenced Property displayed in the Support Blogs area of the website, that is ONLY accessible to site members who have completed an up to date blog access form, or otherwise been granted unfettered access.

You are making this Licenced Property available to the Company on an exclusive basis. You agree that this Licenced Property is only to be made available for display and distribution through the Company.

Fees payable to you with respect to this category are calculated below. Where members are making an ongoing donation to the Company, the donation is divided up as follows:

The first 7 days plus the next month are ignored as the funds received are used up in payment processing charges and affiliate referral fees.
The second month’s donations onwards for each member are divided as follows:

50% to the Company
50% divided amongst suppliers of Support Blog content (Licenced Property). Each users page views are counted, and the suppliers of the content paid proportionately.

SCHEDULE 4

Licenced Property – For Sale

This relates to Licenced Property displayed in the Store area of the website, that is specifically for sale.

Fees payable to you with respect to this category are calculated below. The Gross Sale Price is subjected to the following deductions:

Taxes
Payment processing charges
Affiliate referral fees

What remains is the Net Sale Price, which is then divided as follows:

30% to the Company
70% to you.

SCHEDULE 5

Administrative Charges

During the early stages of developing the Company’s website, it may not be possible for you to personally upload all your Licenced Property to the website, and the formatting and uploading has to instead be done by the Company’s staff. In this situation, modest admin fee will be deducted to help cover the costs of uploading you Licenced Property.

Administrative charges to be deducted from fees payable to you:

Setting up a standard Schedule 2 Support Blog page: Free
Setting up a standard (1 video) Schedule 3 Support Blog page: $40
Addition of each extra video to a standard Schedule 3 Support Blog page: $20