These Provider Terms of Service (these “Provider Terms”) are a legal agreement between you and SF2 Verblio LLC. (“Verblio”, “we”, “our”, or “us”) governing your access to and use of Verblio’s website (the “Site”) and the online and offline services which Verblio agrees to provide to you in connection with the Site, including, without limitation, the features and functionality available through any of the foregoing (the “Services”).
You represent and certify that you are of legal age to form a binding contract and are not a person barred from receiving Services under the laws of the United States or other applicable jurisdictions. To register as a user of the Services you must be at least the age of majority in the applicable jurisdiction (e.g., 18 years or over). In the event that you are agreeing to these Provider Terms on behalf of a third party entity, you represent and warrant that you have sufficient right to bind such third party to these Provider Terms, in which case, all references to “you” in these Provider Terms shall be references to such third party.
BY CLICKING THE BOX LABELED “I HAVE READ AND AGREE TO THE VERBLIO TERMS OF SERVICE”, OR BY OTHERWISE ACCESSING OR USING ANY PART OF THE SITE OR ANY OF THE SERVICES YOU AGREE TO BE BOUND BY THESE PROVIDER TERMS, WHICH VERBLIO MAY UPDATE AT ANY TIME WITHOUT NOTICE.
In the case of inconsistencies between these Provider Terms and information included in any other materials related to the Site or the Services (e.g., promotional materials), these Provider Terms will always govern and take precedence.
1.1 “Agency” means a Customer that uses the Services to provide Content Posts for its clients and when registering its Account has identified itself as an Agency.
1.2 “Content Post” means a Submission that is selected by a Customer or Verblio for publishing, regardless of length or format.
1.3 “Customer” means a third party that requests a Submission and selects a Content Post for publishing.
1.4 “Submission” means a writing, video, or other creative work or content prepared by you and submitted to a Customer in response to a Submission Request.
1.5 “Submission Request” means a request by a Customer for a Submission.
2.1 Description. Verblio Service includes a platform through which you can provide Submissions in response to a Submission Request placed by a Customer. Submissions that are selected by Customers or Verblio for publication are referred to as “Content Posts”. Verblio will pay you for each Content Post in accordance with these Provider Terms.
2.2 Submission Requirements. All Submissions must be prepared solely by you and must not have been posted or made available through any other forum. For avoidance of doubt, no Submission may be submitted that has ever been published at any time in any medium. You may not rely on any artificial intelligence tools to create any Submissions unless specifically permitted to do so by Verblio on a case-by-case basis. Your Submissions may be declined by Verblio or a Customer. Further, you may withdraw a Submission if it is not selected as a Content Post within the period specified on the Site. Unless a Submission is declined or withdrawn, you may not make the Submission (or any derivative thereof) available anywhere outside of the Services. You may not use the same (or substantially similar) Submission in response to multiple Submission Requests unless the initial Submission has been declined or withdrawn.
2.3 Content Posts; Assignment. When a Customer selects your Content Post, you are contracting directly to sell such Content Post to the applicable Customer. Except for its payment obligations, Verblio has no obligation to you with respect to any Content Post or Submission. Upon the selection of your Submission as a Content Post, you hereby irrevocably and unconditionally assign to the applicable Customer all right, title, and interest in and to such Content Post, along with all worldwide intellectual property rights therein. If any rights in the Content Posts, including, without limitation, moral rights, cannot (as a matter of law) be assigned by you to the applicable Customer, then (a) you unconditionally and irrevocably waives the enforcement of such rights and all claims and causes of action of any kind against that Customer with respect to such rights, and (b) to the extent you cannot (as a matter of law) make such waiver, you unconditionally grant to the applicable Customer an exclusive, perpetual, irrevocable, worldwide, fully-paid license, with the right to sublicense through multiple levels of sublicensees, under any and all such rights to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the Content Post in any medium or format, whether now known or hereafter discovered, and to exercise any and all other present or future rights in the Content Post. For the avoidance of doubt, you understand and agree that you have no right to link to, post, or use the content of a Content Post in any medium for any purpose.
2.4 Non-Circumvention; Non-Solicitation. For the period during which you maintain an Account with Verblio and have a right to use the Services, and for a period of two (2) years thereafter (“Restricted Period”), you will not directly or indirectly:
(a) solicit, induce, or attempt to induce any Customer to terminate or alter his or her relationship with Verblio,
(b) solicit, induce, or attempt to induce any third party to terminate or alter his or her relationship with any Agency Customer,
(c) provide services, as an employee or otherwise, to any Customer without Verblio’s prior written consent, and
(d) provide services, as an employee or otherwise, to any client of an Agency Customer without Verblio's and the Agency Customer's prior written consent.
Because the harm to Verblio would be exceedingly difficult to determine in the event of a breach by you of the foregoing restriction, the parties agree that, in the event of each such breach, you shall pay to Verblio, as liquidated damages and not as a penalty, the greater of: (a) $5,000 or (b) twelve (12) times the highest monthly payment made to you by Verblio during the preceding twelve (12) month period. The covenants in this Section 2.4 apply only to the extent permitted by applicable law, and are void and of no effective if not permitted under applicable law.
2.5 Registration. You may access certain online features of the Services through your account on the Site (your “Account”). You may log into your Account using a unique username and password. You are responsible for safeguarding your password and you agree not to disclose your password to any third party. You are solely responsible for any activities or actions taken under your username, whether or not you have authorized such activities or actions. You agree that the information that you provide to Verblio about yourself upon registration of your Account, and at all other times (“Provider Data”), will be true, accurate, current, and complete, and you further agree that you will maintain and promptly update the Provider Data to ensure that it remains true, accurate, current, and complete. You may not impersonate any other person or use a username or password that you are not authorized to use. Verblio reserves the right to request validation in various forms to verify your identity and to deny registration if your identity cannot be verified. Verblio reserves the right to require you to change your password for any reason at any time. If you become aware of any unauthorized use of your Account, you agree to notify Verblio immediately at [email protected].
2.6 Site License. Subject to these Provider Terms and your compliance therewith, Verblio grants you a personal, limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to access and use the Site and Services. This license is personal to you, and you may not transfer or sublicense the use of or access to the Site or Services. Verblio expressly owns and retains all right, title, and interest in and to all aspects of the Site and Services, including, but not limited to, any software or technology enabling the Site or Services and all current and future patents, copyrights, trademarks, trade secrets, know-how, and other proprietary rights or intellectual property rights included or embodied in the Site or Services. You may not modify the Site or Services or any aspect thereof, create derivative works of the Site or Services or any aspect thereof, or reverse engineer, reverse compile, reverse assemble, or do any other operation with the Site or Services or any aspect thereof that would reveal any source code, trade secrets, know-how, or other proprietary information of Verblio or the Site or Services or any aspect thereof, including, without limitation, materials (e.g. grammar tests or other qualification questions) used by Verblio in the registration process. This license shall not be construed or interpreted as granting or providing rights to you to use, reproduce, modify, distribute, perform, display, possess, or control the source code or any other aspect of the Site or Services. You may not remove or modify any notice of confidentiality, trade secret, trademark, or copyright encoded or embodied in the Site or Services or displayed by, on, or in the Site or Services. You may use the Site or Services only while these Provider Terms remain in effect. Under no circumstances shall you have any rights of any kind in or to the Site or Services after any termination or expiration of these Provider Terms, or your agreement thereto, for any reason.
2.7 Provider Forum and Communications. Verblio may offer as part of the Services participation in a provider forum (the “Provider Forum”). Participation is the Provider Forum is voluntary. Verblio is not responsible for moderating or participating in the Provider Forum. The Provider Forum may be supported by third-party technology. Any provider (i.e., you or any third party that prepares a Submission in response to a Submission Request) participating in the Provider Forum is subject to the Provider Code of Conduct.
3.1 Copyright in Your Content. In connection with your provision of Submissions, or your access to, or use of the Site or Services, you may have the opportunity to submit through the Services or upload to the Site certain information, data, text, photographs, graphics, messages, or other materials (collectively “Content”), including, for example, the content of any Submission. Verblio does not claim ownership rights in any such Content that you make available. By submitting your Content and accepting the consideration set forth in these Provider Terms, you hereby unconditionally grant to Verblio and each applicable Customer a non-exclusive, perpetual, irrevocable, worldwide, fully-paid, transferable right and license, with the right to sublicense through multiple levels of sublicensees, under all of your intellectual property rights in the Content, to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the Content in any medium or format in order to make Submissions available to Customers and to otherwise provide the Services. You represent and warrant to Verblio that you are the owner of the copyright to the Content or the preparer of such Content if no copyright exists in or attaches to such Content, or that you have written permission from the copyright owner of such Content, or from the preparer of such Content if no copyright exists in or attaches to such Content, to use such Content for all uses and purposes contemplated hereunder, including, without limitation, to provide the Services. In addition, you warrant that all moral rights in any Content have been waived. You agree to indemnify and hold Verblio, its directors, officers, employees, and shareholders, and each Customer, harmless for any violation of this Section and from any claim, action, or demand arising in connection with Verblio’s or a Customer’s use of the Content as permitted in this Section.
3.2 Review of Content and Materials. Verblio reserves the right to remove, delete, move, or edit Content that it, in its sole discretion, deems abusive, defamatory, obscene, in violation of the law, including, but not limited to, copyright or trademark law, or otherwise unacceptable.
9.1 Provider Warranty. You represent, warrant, and covenant that: (a) neither any Content Post nor any Submission will be subject to any restriction, mortgage, lien, claim, pledge, security interest, or encumbrance when submitted; (b) you will not grant, directly or indirectly, any right or interest in the Content Post to any person other than the applicable Customer; (c) you have full right, power, and authority to enter into and perform your obligations under these Provider Terms without the consent of any third party; (d) you will comply with all laws, regulations, and ordinances in your performance under these Provider Terms; (e) each Content Post and each Submission are prepared by you and Customer’s publication thereof will not infringe upon, violate, or misappropriate the intellectual property rights of any party.
9.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND. VERBLIO EXPRESSLY DISCLAIMS ALL WARRANTIES NOT EXPRESSLY SET FORTH IN THESE PROVIDER TERMS, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. VERBLIO MAKES NO WARRANTY THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, THAT THE SITE, SERVICES, OR VERBLIO’S SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE SITE OR SERVICES WILL BE AVAILABLE, THAT DATA IS SECURE FROM UNAUTHORIZED ACCESS, OR THAT ANY SUBMISSION WILL BE SELECTED BY A CUSTOMER. NO ADVICE OR INFORMATION GIVEN BY VERBLIO OR ITS EMPLOYEES OR AFFILIATES SHALL CREATE A WARRANTY.
10.1 Distribution of Content. You agree that you will not distribute any Content that: (a) is defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; is bigoted, hateful, or racially or otherwise offensive; is violent, vulgar, obscene, pornographic, or otherwise sexually explicit; or otherwise harms or can reasonably be expected to harm any person or entity; (b) is illegal or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them, including a submission that is, or represents an attempt to engage in, child pornography, stalking, sexual assault, fraud, trafficking in obscene or stolen material, drug dealing and/or drug abuse, harassment, theft, or conspiracy to commit any criminal activity; (c) infringes or violates any right of a third party including any copyright, patent, trademark, trade secret, or other proprietary or contractual right, right of privacy (specifically, you must not distribute another person's personal information of any kind without their express permission) or publicity, or any confidentiality obligation; (d) contains a virus or other harmful component, or otherwise tampers with, impairs, or damages the Site or any connected network, or otherwise interferes with any person or entity's use or enjoyment of the Sites; (e) does not generally pertain to the designated topic or theme of the Site; (f) violates any specific restrictions applicable to a public forum, including its age restrictions and procedures; (g) is antisocial, disruptive, or destructive, including “flaming,” “spamming,” “flooding,” “trolling,” and “griefing” as those terms are commonly understood and used on the Internet; or (g) fail to meet quality specifications as laid out on the Site.
10.2 Provider Code of Conduct. You agree that, at all times, you will comply with the Provider Code of Conduct available at https://app.verblio.com/pages/tos/writer and at the bottom of these Provider Terms (keep scrolling to find below), which is incorporated into these Provider Terms. You understand that Verblio cannot and does not assure that other users are or will be complying with the Provider Code of Conduct or any other provisions of these Provider Terms, and, as between you and Verblio, you hereby assume all risk of harm or injury resulting from any such lack of compliance.
10.3 Proprietary And Privacy Protection For Other Users’ Content On The Site. Verblio hereby notifies you that all the information, content, image files, software, and materials on the Site or otherwise available through the Services may be protected by U.S. and international copyright and other intellectual property laws and by other applicable laws, including privacy laws. Verblio is unable to provide you with permission to copy, display, or distribute material for which you do not own the copyright or other intellectual property rights. You may not copy or distribute such material without the written consent of the owner, and you are solely responsible for any copyright or other intellectual property law violations that you may incur as a result of your activities on the Site or through the Services. Verblio has the absolute right to terminate your Account or exclude you from the Site or Services, if you use the Site or Services to violate the intellectual property rights or other rights of any third party. You agree to indemnify and hold Verblio harmless for any violation of this Section.
10.4 Confidential Information. All information disclosed or made available to you in connection with the Services is the confidential information of Verblio (“Confidential Information”). Confidential Information includes, without limitation, any information related to Verblio’s or a Customer’s business (including trade secrets, technical information, data, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, financial data, and proprietary information of third parties provided to Verblio in confidence), the identity of any Customer, the topic of any Submission or Submission Request, or any other information concerning Verblio or a Customer. Confidential Information does not include information that you can demonstrate: (a) was in the public domain at the time it was communicated to you in connection with the Services; (b) entered the public domain through no fault of your own; or (c) was in your possession free of any obligation of confidence at the time it was communicated to you in connection with the Services. All Confidential Information is the sole and exclusive property of Verblio or its customers or suppliers. You shall hold all Confidential Information in strict confidence, not use Confidential Information except as necessary to perform Services, and not disclose Confidential Information to any third parties. Upon request by Verblio, you will promptly deliver to Verblio or destroy the original and any copies or derivatives of all such Confidential Information in your possession or control.
(a) You are not entitled to benefits that Verblio makes available to its employees, such as group insurance, profit-sharing, or retirement benefits.
(b) Verblio will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on your behalf.
(c) You are solely responsible for filing all tax returns and submitting all payments as required by any federal, state, or local tax authority arising from the payment of fees to you under these Provider Terms, and you agree to do so in a timely manner. If applicable, Verblio will report the fees paid to you under these Provider Terms by filing Form 1099-MISC with the Internal Revenue Service as required by law.
(d) You will comply with all applicable federal, state, and local laws governing self-employed individuals, including laws requiring the payment of taxes and social security, disability, and other contributions.
12.1 You agree to indemnify, and hold Verblio, its officers, directors, employees, agents, and Customers harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorneys' fees and costs, arising out of or in any way connected with (a) your access to or use of the Site or Services; (b) your violation of these Provider Terms; (c) your violation of any third party right, including, without limitation, any intellectual property right or any publicity, confidentiality, property, or privacy right; (d) any claim that your use of or access to the Site or Services caused damage to a third party, or (e) any claim that a Submission or Content Post is not prepared by you.
12.2 YOU ACKNOWLEDGE THAT YOUR ACCESS TO AND USE OF THE SITE OR SERVICES AND ANY RELIANCE UPON EITHER IS AT YOUR SOLE RISK. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL VERBLIO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES FOR LOSS OF PROFITS, USE, IMAGES, DATA, OR OTHER INTANGIBLES, EVEN IF VERBLIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, THOSE THAT RESULT FROM THE USE OR INABILITY TO USE THE SITE OR SERVICES, FROM ANY CHANGES TO THE SITE OR SERVICES OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. YOU SPECIFICALLY ACKNOWLEDGE THAT DOWN-TIME AND COMPUTER VIRUSES ARE RISKS INHERENT IN THE USE OF THE INTERNET AND SOFTWARE PRODUCTS, AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM THESE POSSIBLE HARMS. YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT YOU MAY BE DISCLOSING SENSITIVE, PRIVATE, AND CONFIDENTIAL INFORMATION ABOUT YOURSELF OR YOUR ORGANIZATION IN YOUR USE OF THE SITE OR SERVICES AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM YOUR RELEASE OF SUCH CONTENT.
12.3 IF YOU ARE DISSATISFIED WITH THE SITE OR SERVICES OR WITH OF THESE PROVIDER TERMS, OR FEEL VERBLIO HAS BREACHED THESE PROVIDER TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND SERVICES. THE TOTAL LIABILITY OF VERBLIO TO YOU FOR ANY CLAIM ARISING FROM OR RELATING TO THESE PROVIDER TERMS OR OTHERWISE RELATING TO USE OF THE SITE OR SERVICES SHALL NOT EXCEED THE AMOUNT PAYABLE BY VERBLIO TO YOU FOR CONTENT POSTS PROVIDED TO AND SELECTED BY ONE OR MORE CUSTOMERS IN ACCORDANCE WITH THESE PROVIDER TERMS DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. IT IS THE INTENTION OF YOU AND VERBLIO THAT THIS PROVISION BE CONSTRUED BY A COURT AS BEING THE BROADEST LIMITATION OF LIABILITY CONSISTENT WITH APPLICABLE LAW.
12.4 SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL, OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
13.1 Modification. Verblio may modify these Provider Terms at any time. Modifications become effective immediately upon your first access to or use of the Site or Services after the “Last Updated” date at the top of these Provider Terms. In addition, we will use commercially reasonable efforts to notify you of any material changes to these Provider Terms by email sent to the address you have provided to Verblio for your Account. Your continued access to or use of the Site or Services after the modifications have become effective will be deemed your conclusive acceptance of the modified version of these Provider Terms. If you do not agree with the modifications, do not access or use the Site or Services.
13.2 Applicable Law and Dispute Resolution. These Provider Terms shall be governed by the laws of the State of Colorado without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction. If you believe that Verblio has not adhered to these Provider Terms, please contact Verblio by e-mail at [email protected]. Verblio will do its best to address your concerns. If you feel that your complaint has been addressed incompletely, Verblio invites you to let it know for further investigation. If you and Verblio are unable to reach a resolution to the dispute, you and Verblio will settle the dispute exclusively under the rules of the American Arbitration Association (www.adr.org) at its Denver, Colorado office. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. YOU AND VERBLIO AGREE THAT ANY ARBITRATION WILL BE LIMITED TO THE DISPUTE BETWEEN VERBLIO AND YOU INDIVIDUALLY. YOU ACKNOWLEDGE AND AGREE THAT YOU AND VERBLIO ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Verblio otherwise agree in writing, an arbitrator may not consolidate more than one (1) person's claims, and may not otherwise preside over any form of any class or representative proceeding. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Site or Services or these Provider Terms must be brought, if at all, within one (1) year from the accrual of the claim or cause of action or be forever barred.
13.3 No Resale of Services. Except as expressly permitted in these Provider Terms, you agree not to reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purposes, any portion of the Site or use of or access to the Services.
13.4 Enforcement. If any legal action is brought to enforce these Provider Terms, the prevailing party will be entitled to reimbursement of its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive from the other party; provided, however, that such recovery is to be proportional to the amount of claims on which the party actually prevailed in relation to the total amount of claims alleged, pursued, or brought by that party.
13.5 Force Majeure. Verblio will not be liable by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages, or any other cause which is beyond Verblio’s reasonable control.
13.6 Waiver. The failure of Verblio to enforce any right or provision in these Provider Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by Verblio in writing.
13.7 Construction. The headings of Sections of these Provider Terms are for convenience and are not to be used in interpretation.
13.8 Contact. Verblio is located in Denver, Colorado. Any questions, comments, or suggestions, including, without limitation, any report of violation of these Provider Terms should be provided to Verblio’s administrator as follows:
By E-mail: [email protected]
By Postal Mail: 951 20th St. #540, Denver, CO 80201
13.9 Entire Agreement. These Provider Terms constitute the entire agreement between you and Verblio regarding, and govern, your use of the Site and Services, and these Provider Terms supersede any prior agreements between you and Verblio regarding such subject matter. The failure of Verblio to exercise or enforce any right or provision of these Provider Terms shall not constitute a waiver of such right or provision. If any provision of these Provider Terms is found by a court of competent jurisdiction to be invalid, you and Verblio nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Provider Terms shall remain in full force and effect.
PROVIDER CODE OF CONDUCT
This Provider Code of Conduct is a part of the Provider Terms of Service governing your access to, and use of, the Site and Services provided by Verblio. Capitalized terms used but not defined in this Code of Conduct have the respective meanings ascribed to them in the Provider Terms of Service.