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Welcome to insurancethoughtleadership.com (the “Site”). If you continue to browse and use the Site, you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy govern insurancethoughtleadership.com’s relationship with you in relation to this website. If you disagree with any part of these terms and conditions, please do not use the Site.

The term ‘insurancethoughtleadership.com’ or ‘us’ or ‘we’ refers to the owner of the website whose mailing address is 990 Reserve Dr, Suite 120, Roseville, CA 95678, US. The term ‘you’ refers to the user or viewer of our website.

The use of the Site is subject to the following terms of use:

1. The content of the pages of the Site is for your general information and use only. It is subject to change without notice.

2. Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on the Site for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

3. Your use of any information or materials on the Site is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through the Site meet your specific requirements.

4. The Site contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.

5. All trademarks reproduced on the Site which are not the property of, or licensed to, the operator are acknowledged on the Site.

6. Unauthorised use of the Site may give rise to a claim for damages and/or be a criminal offence.

7. From time to time the Site may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).

8. Your use of the Site and any dispute arising out of such use of the Site is subject to the laws of California in the United States.

9. In the interests of full disclosure, the reader should know that Insurance Thought Leadership is a paid affiliate of some of the companies to which we link. For example, Insurance Thought Leadership is a participant in the Amazon Services LLC Associates Program, an affiliate advertising program designed to provide a means for sites to earn advertising fees by advertising and linking to amazon.com.

10. The opinions expressed in our articles are those of our expert authors and are not necessarily held by the authors’ employers or Insurance Thought Leadership, its publishers, advertisers or other related parties. Articles and other Insurance Thought Leadership online content do not purport to provide legal, accounting, or other professional advice or opinion. If such advice is needed, feel free to contact an author directly, or consult with your own attorney, accountant, or other qualified advisor.

11. This website does not give, sell, or otherwise transfer email addresses we maintain to any other party for the purposes of initiating, or enabling others to initiate, electronic mail messages.

Last modified on September 26, 2012.

 

 

Content License Agreement

This Content License Agreement (the “Agreement”) is made and entered into as of the date last below written (the “Effective Date”) by and between the following (the “Parties” or individually a “Party”):

  1. Insurance Thought Leadership, Inc., a California corporation (“ITL”), and

  2. The undersigned thought leader (herein the “TL”).

RECITALS

  1. ITL operates a digital platform that publishes insurance and risk management related content in various forms of media.

  1. TL would like to provide content to ITL; and

  1. The Parties desire to enter into this Agreement pursuant to which TL will provide content to ITL and ITL will publish such content, all in accordance with the provisions of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, and intending to be legally bound, the parties hereby agree as follows:

  1. Definitions.

    1. “ITL Education Service” means ITL’s use of License Content on any online education platform through which ITL provides to the public at large, online courses delivered either “live” or “on-demand” on the ITL website or other channels and/or through and in partnership with ITL’s third party relationships, using any form of media.

    2. “ITL Partner(s)” means any and all persons or entities with whom ITL enters into any arrangement pursuant to which ITL sublicenses to such party any Licensed Content.

    3. “ITL Platform” means any ITL website or landing page, any to be created mobile application, or any other channel of distribution, digital or otherwise, established or contracted for by ITL.

    4. “ITL Publishing Service” means the ability of ITL to (i) publish or otherwise disseminate Licensed Content to the public at large on or through any ITL Platform or through any ITL Partner via various forms of media, whether, text, video, podcast, or otherwise, and to (ii) sublicense such Licensed Content to ITL Partners for the further dissemination of such Licensed Content, irrespective of the form of media or the platform on which such Licensed Content is displayed.

    5. “ITL Service” means both (i) the ITL Publishing Service, and (ii) the ITL Education Service, as provided on an ITL Platform or through various sublicensees or other third parties with which ITL has contacted for the provision of Licensed Content.

    6. “Licensed Content” means any content provided to ITL or any ITL Partner, whether such content is text, video and audio files, other digital or other media, including any modification or derivative works thereof, and whether such content is prepared content or is content posted on any blog, forum or other such channel.

    7. “Produced Media” means any audio, video, voice-over PowerPoint and any other form of media other than written text, which is produced by wither ITL or the TL.

    8. “Users” means the individuals and entities that use the ITL Service, irrespective of how or through which manner used and whether such ITL Service is accessed on an ITL Platform or through an ITL Partner.

  2. Scope of License and TL’s Rights and Responsibilities.

    1. License Grant. TL grants to ITL a perpetual, non-exclusive, worldwide license, with the right to sublicense the Licensed Content and to (a) use, reproduce, publicly perform and publicly display the Licensed Content; (b) modify the size, content, running length and format of the Licensed Content as necessary to provide the Licensed Content via the ITL Service; and (c) modify and create derivative works of the Licensed Content and provide the Licensed Content, as modified, to Users via the ITL Service. TL represents and warrants that it has all necessary rights to grant the rights and licenses to ITL hereunder, without obligating ITL to make any payments to any third party. TL grants ITL the right to use TL’s name, likeness, image and voice in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Licensed Content and the ITL Service and waives any and all rights of privacy, publicity, or any other rights of a similar nature in connection therewith.

    2. Access to Licensed Content. TL shall upload or otherwise electronically deliver the Licensed Content to ITL or an ITL Partner as directed by ITL or as indicated on the ITL Website.

    3. Contents of Licensed Content. TL represents and warrants that all Licensed Content made available to ITL do and will comply with all applicable laws, rules and regulations.

    4. No Obligation to Publish.  ITL reserves the right to publish or not publish or to disseminate or not disseminate any Licensed Content depending on any number of factors, all in the sole and absolute discretion of ITL.

    5. Availability of Licensed Content with ITL Service. In addition to any remedies set forth in this Agreement, TL acknowledges and agrees that ITL may change or suspend the ITL Service, in whole or part, as ITL deems necessary in the normal management and operation of its business or otherwise elect, in its sole discretion, not to offer or continue to offer the Licensed Content in connection with the ITL Service. TL understands and agrees that ITL shall have no obligation to make the Licensed Content available to Users or to accept or use any Licensed Content. ITL shall have no obligation to pay for any item of Licensed Content that ITL rejects or returns under Section 5 below.

    6. Compliance with Laws. In addition to compliance with the terms of this Agreement, TL hereby represents and warrants that they will comply with all applicable laws, rules and regulations relating to the Licensed Content and its collection, use and provision.

    7. Service Offering and Pricing for Users. ITL may modify the ITL Service from time to time to conform with ITL’s current product offering or as otherwise necessary to comply with applicable laws or the needs or requirements of its Users and customers.

    8. Noncircumvention.  I connection with ITL Educational Services, from time to time, TL will need to assist in the creation of voice over power point presentations, podcasts, videos or other media for use by ITL or by any ITL Partner.  Once ITL introduces TL’s to a third party publisher or educational distribution channel and/or sublicenses Licensed Content to an ITL Partner, the TL agrees not to circumvent ITL with respect to such relationship between ITL and its ITL Partner, and will not contact directly the ITL Partner except in connection with the creation of any media in connection with such Educational Services.

  3. Certain TL Obligations.

    1. TL represents and warrants that (a) TL is over the age of 18 and (b) TL has the required qualifications, credentials and expertise, including without limitation, education, training, knowledge, and skill sets, to teach and offer the services TL offers on and through the ITL Service and the Licensed Content.

    2. TL agrees that (a) TL shall not submit any Licensed Content that is or could be construed as inappropriate, offensive, racist, hateful, sexist, sex-related, false, misleading, infringing, defamatory or libelous content; (b) TL shall not upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the ITL Service or to Users; (c) TL shall not use the ITL Education Service for any business other than for providing tutoring, teaching and instructional services to Users; (c) TL shall not engage in any activity that will require ITL to obtain any licenses from or pay any royalties to any third party, including, by way of example and not limitation, the payment of royalties for the public performance of any musical works or sound recordings; (d) TL shall not interfere with or otherwise prevent other TLs from providing their services or courses via the ITL Service; (e) TL shall maintain TL’s ITL profile and account information, and all such profile and account information shall be accurate; and (f) TL shall respond promptly to Users questions related to their content within the ITL Service and ensure a quality of service commensurate with the standards of instruction services in general.

    3. Obligations to the ITL Community.  TL understand and acknowledges that the community established by ITL among its thought leaders, visitors, members and other constituencies promotes the vitality and value of the ITL Platform.  To draw as much benefit from the ITL Platform as possible for its thought leaders, ITL urges each TL to (i) actively promote among the TL’s social and professional networks, the ITL Platform, the TL’s Licensed Content published on the ITL Platform and, equally as important, the content of other thought leaders as published or otherwise displayed on the ITL Platform, (Ii) and to refer to ITL other thought leaders who the TL believe would be additive to the roster of world-class thought leaders publishing or otherwise contributing to the ITL Platform.

    4. Profile.  TL agrees to review their profile page on the ITL Site, with reasonable regualarity, and notify ITL of any changes in their status and bio.

  4. Certain ITL Obligations.

    1. Indemnification by ITL. ITL will indemnify, defend and hold TL harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorney’s fees) (collectively, “Losses”) resulting from any third party claim, suit, action, or proceeding (each, an “Action”) brought by any third party against TL in connection with or resulting from any breach of this Agreement by ITL.

    2. Notification of Claims. ITL shall notify TL about any claims of alleged infringement or violation under Section 8(b) of which ITL becomes aware, and will cease making such Licensed Content available via the ITL Service.

    3. Confidentiality. ITL may only use Licensed Content as set forth in this Agreement and may not directly or indirectly disclose Non Licensed Content to any third-party without TL’s prior written consent. ITL may disclose Non Licensed Content if required by law or legal proceeding after providing TL with reasonable prior notice.

    4. No Other Services.  ITL is not obligated to and shall have no responsibility to provide anything to TL other than as specifically described herein.  With limiting the generality of the foregoing, ITL is not agreeing to provide any content marketing services, or to make any effort to promote the Licensed Content through any social media, or to provide any other service to the TL.

  5. Fees and Payment Terms.  TL understands and acknowledges that the base ITL Service is provided to TL for free, and as such TL will receive no compensation for ITL Publishing Services and will not be compensation for use of the Licensed Content through the ITL Publishing Services.  With respect to IT Educational Services, TL agrees that ITL will share any revenue actually received by ITL from TL’s Licensed Content through ITL Educational Services on a the basis as set forth in Schedule A, with TL’s share of such revenue being payable to TL on a quarterly basis. TL understands that ITL is entitled to select from the Licensed Content that Licensed Content that it wishes to use in connection with the ITL Service.  Each party is responsible for the payment of all taxes that may be levied or assessed upon it in connection with this Agreement. In order to receive payment, TL must provide ITL with a current and valid W-9 form available here: http://www.irs.gov/pub/irs-pdf/fw9.pdf.

  6. Right of Return. ITL reserves the right to return, and thus not accept for use in connection with the ITL Service, any item of Licensed Content (“Rejected Content”).

  7. Proprietary Rights.

    1. TL’s Ownership Rights. As between the parties and except for the licenses granted to ITL under this Agreement, TL will retain all right, title and interest in and to the Licensed Content together with any and all intellectual property rights embodied therein.

    2. ITL Ownership Rights. As between the parties, ITL will retain all right, title and interest in the ITL Service (excluding the Licensed Content) together with any and all intellectual property rights embodied therein.

    3. Ownership and Rights to Produced Media.  Recognizing that Produced Media may have at its core Licensed Content, it is nonetheless recognized that the ownership of any such Produced Media shall rest with the Party who bore the cost of creating the Produced Media.  However, it is further agreed that the Party who did not bear the cost of creating the Produced Media shall nonetheless have a royalty-free, perpetual, world-wide license to use such Produced media for their own purposes.

  8. Indemnification by TL. TL will indemnify, defend and hold ITL harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Losses”) resulting from any third party claim, suit, action, or proceeding (each, an “Action”) brought by any third party against ITL in connection with or resulting from: (a) any breach of this Agreement by TL; or (b) the infringement or violation by the Licensed Content of any intellectual property or proprietary right of any third party or misappropriation of a trade secret in the development thereof or use by ITL of the same in an authorized manner.

  9. Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

  10. Limitations of Liability. EXCEPT FOR A CLAIM FOR INDEMNIFICATION MADE UNDER SECTIONs 4.1 and 8, IN NO EVENT WILL EITHER PARTY BE LIABLE OR RESPONSIBLE TO THE OTHER PARTY FOR ANY TYPE OF SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.

  11. Term; Termination.

    1. Term. This Agreement will commence on the Effective Date and, unless terminated sooner as provided for herein, will continue for a period of one (1) year. Thereafter, this Agreement will automatically renew for consecutive terms of one (1) year each, unless either party provides the other with written notice of its desire not to renew a minimum of sixty (60) days prior to the expiration of the then-current term. ITL may change the revenue share split at any renewal period with a minimum of thirty (30) days’ notice prior to the expiration of the then-current term.

    2. Termination For Cause. A party may terminate this Agreement upon written notice if the other party materially breaches any material term or condition of this Agreement and fails to cure that breach within thirty (30) calendar days after receipt of written notice of the same.

    3. Termination Related To Usability of Licensed Content. ITL may terminate this Agreement, without any liability of any kind or nature to ITL, with or without cause, if any one or more of the following applies: (a) ITL is unable to use a material portion of the Licensed Content for any reason, including, without limitation, the failure of the Licensed Content to materially comply with the requirements of this Agreement, (b) ITL’s unwillingness to accept the Licensed Content for use with its service for any reason, or (c) the TL’s failure to deliver the Licensed Content as set forth in this Agreement.

    4. Effect of Termination. Upon the effective date of termination of this Agreement:

      1. except as provided otherwise in this Section 10.4, ITL will cease making the Licensed Content available via the ITL Service, unless otherwise mutually agreed by the parties in writing;

      2. any and all payment obligations accrued as of the effective date of termination will remain due and payable in accordance with the original payment terms; and

      3. all Licensed Content in ITL’s possession will be destroyed or returned to TL within a mutually agreed to period of time after termination.

    5. Survival. The rights, duties and obligations of the parties that by their nature continue and survive, including those set forth in Sections 5 (“Fees and Payment Terms”), 7 (“Proprietary Rights”), 8 (“Indemnification”), 9 (“Disclaimer of Warranties”), 10 (“Limitation of Liability”) and 12 (“General Provisions”), will survive any termination or expiration of this Agreement.

  12. General Provisions.

    1. No Third Party Beneficiaries. ITL and TL agree that, except as otherwise expressly provided in this Agreement, there are no third party beneficiaries to this Agreement.

    2. Governing Law. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods.

    3. Severability; Waiver. In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect and the illegal provision will be enforced to carry out the parties’ intention to the greatest lawful extent. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.

    4. Assignment. ITL may transfer or assign its rights under this Agreement without the prior written consent of TL. In the case of such a transfer, ITL will notify TL within twenty-one (21) days. If ITL assigns this agreement, TL shall have the right to terminate this Agreement and remove their content from the ITL Service without penalty within fourteen (14) days of notification of such assignment. Any attempted assignment in derogation of this section will be null and void.

    5. Notice. Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an internationally recognized overnight delivery service, sent by confirmed facsimile, sent by electronic mail, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving party as stated in the preamble of this Agreement or at such other address as may hereafter be furnished in writing by either party to the other party. The notice will be deemed to have been given as of the date it is first delivered, mailed, faxed, e-mailed or sent.

    6. Relationship of Parties. TL is, and at all times will be, an independent contractor in all matters relating to this Agreement. TL is not an agent of ITL for any purposes and has no power or authority to bind or commit ITL in any way. TL is not and will not act as an employee of ITL for any purpose, or under any other laws or regulations, which would or might impute any obligation or liability to ITL by reason of any employment relationship. TL shall not enter into any agreement, contract or arrangement with any government or government representative or with any other person, firm, corporation, entity or enterprise imposing any legal obligation or liability of any kind on ITL.

    7. Arbitration. All disputes arising out of or relating to this Agreement will be resolved by final and binding arbitration under the rules of the Judicial Arbitration and Mediation Services in Orange County, California (hereinafter “JAMS”). A single arbitrator will be selected according to JAMS rules within thirty (30) days of submission of the dispute to JAMS. The arbitrator will have the power to enter any award that could be entered by a Judge of the Superior Court of the State of California sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the State of California or any other applicable law. Each party will bear its own attorneys’ fees, and the losing party will bear the cost of the arbitration, including the arbitrator’s fee. The arbitration award may be enforced in any court having jurisdiction over the parties and the subject matter of the arbitration. Notwithstanding the foregoing, the parties (a) agree that each party will have the right to seek a temporary or permanent injunction (or other equitable relief) in any court having jurisdiction over the parties anywhere in the world as necessary to protect that party’s name, proprietary information, trade secrets, or other intellectual property or proprietary rights, and (b) irrevocably submit to the non-exclusive jurisdiction of the Superior Court of the State of California, Orange County, and the United States District Court for the Northern District of California in any action to enforce an arbitration award.

    8. Construction of Agreement. This Agreement has been negotiated by the respective parties hereto and their attorneys and the language hereof shall not be construed for or against any party. The titles and headings herein are for reference purposes only and shall not in any manner limit the construction of this Agreement, which shall be considered as a whole.

    9. Entire Agreement and Amendment. This Agreement, including all Schedules hereto, constitutes the final agreement between the parties with respect to the subject matter hereof. It is the exclusive expression of the parties’ agreement on the matters contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.  This Agreement may be amended by any writing that is submitted to TL and accepted by TL, whether electronically or otherwise.

    10. Originals and Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Once signed, any reproduction of this Agreement made by reliable means (e.g., photocopy, facsimile) is considered an original. This Agreement may be changed only by a written document signed by authorized representatives of ITL and TL

Schedule A: Fees

Net Revenue, if any, from the TLs Licensed Content derived through Educational Services will be shared with the TL, as follows:

  • 50% to the TL, and

  • 50% to ITL.

“Net Revenue” means the gross revenue actually received by ITL from Users or ITL Partners in connection with the ITL Educational Services, less: (a) any amounts collected for sales or use taxes in connection with displaying the Licensed Content in connection with the ITL Service, (b) third party credit card or payment processing fees (i.e., PayPal, Visa, MasterCard, AMEX, etc.) and (c) returns, refunds, reversals and chargebacks.

To be considered by the ITL Educational Services, the Licensed Content must be considered “Unique Content”, TL may not upload, host or otherwise make available video files, audio files or any other Licensed Content, as defined herein, or content materially similar to such Licensed Content to or at any online education platform that could be deemed directly competitive with the ITL Service, including by way of example but not limited to: CFO.com, AICPA.org, WebCPE.com, Coursera.com, Udemy.com and other online, on-demand education platforms. In all cases TL may use the Licensed Content on the TL’s own personal or TL-owned and operated professional website. TL is also not restricted from presenting the Licensed Content at any live (not online) event or training. TL must inform ITL of the status, Unique or Non-Unique, via email, for all Unique Content presented to Users on the ITL Service, so that ITL may assign the correct revenue share per course. If TL fails to provide such notice, they will be paid at the twenty percent (20%) rate. If a course changes status, TL must inform ITL within thirty (30) days of such change.

BY CLICKING THE “I AGREE” BUTTON DISPLAYED AS PART OF THE SIGNUP PROCESS, YOU AGREE TO THE FOREGOING AGREEMENT.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT SELECT THE “I AGREE” BUTTON.  THE “EFFECTIVE DATE” OF THIS AGREEMENT SHALL BE THE DATE OF YOUR ACCEPTANCE.