These Provider Terms of Service (these “Provider Terms”) are a legal agreement between you and Verblio, Inc. (“Verblio”, “we”, “our”, or “us”) governing your access to and use of the Verblio’s website (the “Site”) and the online and offline services which Verblio agrees to provide to you in connection with the Site (the “Services”). Certain sections of these Provider Terms apply specifically to features and functionally offered by Verblio. Those sections do not apply to you unless you sign up for the specific Service to which they relate.
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 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 [I AGREE], OR BY OTHERWISE ACCESSING THE SITE OR USING ANY OF THE SERVICES YOU AGREE TO BE BOUND BY THESE PROVIDER TERMS.
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.
1.2 “Content Post” means a Submission that is selected by a Customer or Verblio for publishing.
1.3 “Customer” means a third party that requests Submissions and selects Content Posts for publishing.
1.4 “Submission” means a writing prepared 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 provides 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 your original works of authorship, created 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. 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 Service. You may not use the same (or substantially similar) Submissions 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 moral rights, cannot (as a matter of law) be assigned by you to the Customer, then (a) you unconditionally and irrevocably waives the enforcement of such rights and all claims and causes of action of any kind against Customer with respect to such rights, and (b) to the extent you cannot (as a matter of law) make such waiver, you unconditionally grants to 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.
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 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, Verblio grants you a personal, limited, revocable, non-exclusive and non-transferable license to access and use the Site and Services. This license is exclusive to you and you may not sublicense the use of the Site. Verblio expressly retains all ownership rights, title and interest in and to all aspects of the Site, 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 included or embodied in the Site. You may not modify the Site, create derivative works of the Site, or reverse engineer, reverse compile, reverse assemble or do any other operation with the Site that would reveal any source code, trade secrets, know-how or other proprietary information. 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. You may not remove or modify any notice of confidentiality, trade secret, trademark or copyright encoded or embodied in the Site or displayed by, on, or in the Site. You may use the Site only while these Provider Terms remain in effect. Under no circumstances shall you have any rights of any kind in or to the Site after any termination or expiration of your agreement to these Provider Terms for any reason.
3.1 Copyright in Your Content. In providing Submissions or in otherwise using the Site or Service, you will submit or upload 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 unconditionally grant to Verblio a 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 that you have written permission from the copyright owner to use such Content. 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 harmless for any violation of this provision and from any claim, action, or demand arising in connection with Verblio’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 the Content Posts 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 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) the Content Posts and each Submission are your own original works of authorship 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 AND NON-INFRINGEMENT. VERBLIO MAKES NO WARRANTY THAT THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, THAT THE SITE OR OUR SERVERS OR THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE SITE, INCLUDING THE SERVICES WILL BE AVAILABLE, THAT DATA ARE SECURE FROM UNAUTHORIZED ACCESS, OR THAT ANY SUBMISSION WILL BE SELECTED BY A CUSTOMER. NO ADVICE OR INFORMATION GIVEN BY VERBLIO, 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 rights, 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 Sites 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 Sites; (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 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/provider_code_of_conduct, which is incorporated into a made a part of these Provider Terms of Services. You understand that we cannot and do not assure that other users are or will be complying with the Customer Code of Conduct or any other provisions of these Provider Terms, and, as between you and us, you hereby assume all risk of harm or injury resulting from any such lack of compliance.
(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.
13.1 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 attorney's 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 the Site or Services caused damage to a third party, or (e) any claim that a Submission or Content Post is not your own original content.
13.2 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, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, IMAGES, DATA OR OTHER INTANGIBLES, EVEN IF VERBLIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THAT RESULT FROM THE USE OR THE INABILITY TO USE THE SITE OR THE SERVICES, FROM ANY CHANGES TO THE SITE OR THE 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 AND THE 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.
13.3 IF YOU ARE DISSATISFIED WITH THE SITE OR THE SERVICES OR WITH ANY OF THESE PROVIDER TERMS, OR FEEL VERBLIO HAS BREACHED THESE PROVIDER TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND THE SERVICES. THE TOTAL LIABILITY OF VERBLIO TO YOU FOR ANY CLAIM ARISING FROM OR RELATING TO THESE PROVIDER TERMS OR USE OF THE SITE OR THE SERVICES SHALL NOT EXCEED THE AMOUNT PAYABLE BY VERBLIO TO YOU FOR CONTENT POSTS PROVIDED AND SELECTED BY CUSTOMER(S) IN ACCORDANCE WITH THESE PROVIDER TERMS. 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.
13.4 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.
14.1 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 Provider Terms. If you do not agree with the modifications, do not access or use the Site or Services.
14.2 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 us by e-mail at [email protected] We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us 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 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 the Services or these Provider Terms must be brought, if at all, within one year from the accrual of the claim or cause of action or be forever barred.
14.3 No Resale of Services. Except as permitted for Agencies, you agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Site or use of the Services.
14.4 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.
14.5 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.
14.6 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.
14.7 Construction. The headings of Sections of these Provider Terms are for convenience and are not to be used in interpretation.
14.8 Contact. Verblio is located in Boulder, Colorado. Any questions, comments or suggestions, including any report of violation of these Provider Terms should be provided to the Administrator as follows:
By E-mail: [email protected]
By Postal Mail: 5353 Manhattan Cir. Suite 200, Boulder, CO 80303
14.9 Entire Agreement. These Provider Terms constitute the entire agreement between you and Verblio and govern your use of the Site and the Services, superseding any prior agreements between you and Verblio. 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 Code of Conduct is a part of the Provider Terms of Service governing your access to, and use of, the Services provided by Verblio. Capitalized terms used but not disclosed in this Code of Conduct have the meaning provided in the Provider Terms of Service.
You agree that you will engage with Verblio in a professional manner and will use your best efforts to provide Submissions that are of a professional quality.
You agree not to misuse the Services or help or encourage any other party to misuse the Services. For example, and without limitation, you may not: