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Freelance Agreement

This Freelance Agreement (the “Freelance Agreement”) is an agreement between you (“You”) and Spiceplum, Inc. located at 103-65 Shuter Street, Toronto, Ontario, Canada (the “Company”). “We” and “Us” means both You and the Company. This Freelance Agreement governs the terms and conditions for all Content (as defined below) submitted by You to the Company. The effective date of this Freelance Agreement is when You accept this Agreement by clicking the “I Agree” button below.

This Freelance Agreement shall not be considered a joint-venture, partnership, or employee/employer relationship between You and the Company.

Incorporated Agreements

The terms, conditions, policies, and disclaimers found in the following documents (the “Incorporated Agreements”) are hereby incorporated into this Freelance Agreement and You hereby confirm your consent and agreement to them:



Where there is a conflict between a term in the Incorporated Agreements and a term in this Freelance Agreement, the term in this Freelance Agreement shall prevail.

Submissions

In this Freelance Agreement the word “Submission” means any words and images submitted by You on the submission page found at: “spiceplum.com/submit_post.php”. When you submit a Submission to the Company, the Company agrees to review your Submission for publication. The Company may choose, in its sole and absolute discretion, to publish the Submission you submit.

All Submissions must conform to our Posting Policy found here: “https://www.spiceplum.com/posting_policy.php”.

The Company is under no obligation to post or use any of Your Submission and the Company may remove any of Your Submission at any time in its sole and absolute discretion. We reserve the right to end the freelance writer program at any time and to stop taking Submissions.

Spiceplum Account

You must register a Spiceplum user account. You agree to maintain the login credentials for your Spiceplum account secure and agree to notify Us of any breaches of security potentially affecting your login credentials as soon as you become aware of such breach.

Licensing Fee and Payment

If the Company publishes the Submission then the Company agrees to pay you a one time licensing fee for the Submission (the “License Fee”). The License Fee shall be paid by the Company within 30 days from the publication of the Submission.

You agree that the Licensing Fee payable to you shall be equal to the offered fee that is published by the Company at the time of each submission and found at: “spiceplum.com/submit_post.php”. The offered fee is subject to change without notice. All offered fees and Licensing Fees are in Canadian Dollars. Any fees, stipends, expenses, or other payments, that are not explicitly referenced to in this Freelance Agreement are specifically disclaimed by the Company.

PayPal

You agree to accept all payments under this Freelance Agreement by PayPal (https://www.paypal.com). We will send your payments to the latest PayPal address we have on file. You must inform us of any changes to your PayPal account by completing the form found here: www.spiceplum.com/submit_freelance_change.php.

We are not responsible for lost or stolen payments. You are responsible for maintaining your Paypal account and for paying any fees charged by Paypal. If you do not have a Paypal account then We are not under any obligation to pay you.

Exclusive License To Use Your Submission

You hereby grant to the Company the perpetual, unlimited, royalty-free, worldwide, exclusive, irrevocable, transferable license to run, display, copy, reproduce, publish, bundle, distribute, market, create derivative works of, adapt, translate, transmit, arrange, modify, sub-license, export, merge, transfer, loan, rent, lease, assign, share, outsource, host, make available to any person or otherwise use, any of Your Submission, including without limitation, any ideas, concepts, inventions, know-how, techniques or any intellectual property contained therein, for any purpose whatsoever.

We reserve the right to edit and modify any Submission. You hereby waive all moral/author rights to Your Submission.

Warranties

You represent and warrant that:

The Submission does not infringe on any copyrights, model rights, publicity rights, privacy rights, trade secrets, trademarks, or other rights of any third party;

You have the authority to enter into this Freelance Agreement;

You are the owner and creator of the Submission and you have the right to grant all of the license rights herein;

You have not granted any rights or licenses to the whole or any part of the Submission, or any other intellectual property that would conflict with this Agreement; and

The information submitted in your Freelance Application Form is accurate.

Indemnity

You agrees to defend, indemnify, and hold harmless, Company from any and all third party claims, damages, losses or expenses (including without limitation, punitive damages, court costs, arbitration fees, penalties, fines, amounts paid in settlement of claims, reasonable legal fees and expenses of investigation) (hereinafter referred to as the “Losses”), which Company or any of its respective officers or directors, may incur, suffer or become liable for as a result of, or in connection with, any third party claim asserted against Company to the extent such claim is based upon a contention that the Submission, or any portion thereof, used within the scope of this Freelance Agreement infringes any copyrights, model rights, publicity rights, privacy rights, trade secrets, trademarks or other rights of any third party, provided that Company has notified You in writing of such claim within 90 days of Company becoming aware of such claim. If the Submission or any portion thereof infringes on another Person’s rights, and use thereof is challenged by a third party, You shall, at Your expense, either: a) procure the right to use the infringing element of the Submission; or b)replace or modify the element of the Submission, so that the infringing portion is no longer infringing and still performs the same function without any material loss of functionality; or refund any License Fees paid; and shall make every reasonable effort to correct the situation with minimal effect upon the operations of Company.

LIMITATION OF LIABILITY

IN ANY EVENT COMPANY’S MAXIMUM TOTAL LIABILITY FOR ANY CLAIM WHATSOEVER, INCLUDING WITHOUT LIMITATION CLAIMS FOR BREACH OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, AND YOUR SOLE REMEDY, SHALL BE AN AWARD FOR DIRECT, PROVABLE DAMAGES NOT TO EXCEED THE AMOUNT OF THE FEES PAYABLE TO YOU UNDER THIS AGREEMENT.

Assignment

You may not assign this Agreement, or any of its rights or obligations hereunder, in whole or in part. Company may assign this Agreement, or any of its rights or obligations hereunder, in whole or in part.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Ontario and the Federal laws of Canada applicable therein and shall be treated, in all respects, as an Ontario contract. The Parties submit to the exclusive jurisdiction of the courts of Ontario.

Termination

This Agreement is effective until terminated by the Company, with or without cause, in the Company’s sole and unfettered discretion. The Company may terminate this Freelance Agreement without notice to You if You fail to comply with any of its terms. Any such termination by the Company shall be in addition to and without prejudice to such rights and remedies as may be available to the Company, including injunction and other equitable remedies.

The disclaimers, limitations on liability, termination, Your license to the Company, Your warranty and the indemnity provisions of this Freelance Agreement shall survive the termination or expiration of this Agreement.

Severability. Any provision of this Agreement, or any provision in another agreement that incorporates the provisions of this Agreement, which is held by a court of competent jurisdiction to be illegal, invalid or unenforceable in such jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability and shall otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions of this Agreement or affecting the legality, validity or enforceability of such provision in any other jurisdiction.

Enurement. This Agreement shall enure to the benefit of and be binding upon each of Us and our respective successors and permitted assigns. You acknowledge having read this Agreement before accepting it, having the authority to accept this Agreement and having received a copy of this Agreement.