TERMS OF ENGAGEMENT (CONTRIBUTORS)

Below are the terms and conditions applicable to the services you, as Contributor, provide for the Company in connection with your Engagement.  The most recent version of these Terms of Engagement may be found at https://masterclass.launchstudio.com/pages/terms-of-engagement. Any modification of these Terms of Engagement shall take effect five days after posting on such address (the “Effective Date”).  Contributor shall be deemed to have accepted any modification of these Terms of Engagement unless Contributor provides written notice to the Company within ten days following the Effective Date of Contributor’s objection thereto.

Compensation.

Contributor will be paid the amount set forth in the Statement of Work (SOW).

License of Works.

Contributor’s “Works” will be licensed by the Company pursuant to its End User License Agreement.  The Company may modify the terms of the End User License Agreement at any time in its sole discretion.  The Company may market the Works through various channels including social media, direct and digital marketing, affinity programs and strategic partnerships, as determined by the Company in its sole discretion.

Confidentiality.

Contributor agrees to keep confidential and not disclose to third parties all Confidential Information of the Company, and to use all Confidential Information solely for purposes of performing services for the Company.  “Confidential Information” about the Company, includes, but is not limited to: (1) all non-public information related to the Company and its business, business plans, business methodologies, Contributor compensation, etc.; (2) financial information about the Company; (3) proprietary computer software programs and source code related to the delivery of the Company’s services; (4) computer passwords and login information; (5) product development concepts, designs and ideas; (6) business records; (7) trade secrets, discoveries, and other intellectual property developed by the Company and its employees, agents and contractors; (8) electronic communications and records created by and between employees, vendors and customers; and (9) any other information that would, under the circumstances, appear to a reasonable person to be confidential or proprietary.

Intellectual Property.

Contributor assigns to the Company all copyrights to the Works.  Contributor agrees that each Work is a “work made for hire” within the meaning of the United States Copyright Act, and as such, shall constitute  property of the Company.  This assignment includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”).  To the extent that Moral Rights cannot be assigned under applicable law, Contributor waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law. In the event the Company modifies a Work for use on its platform, Contributor may ask the Company to remove all references to Contributor as the author of such Work. The assignment pursuant to this Section shall not apply to any other Intellectual Property Rights of Contributor in existence prior to or after the Engagement, whether or not related to the Works.

 “Intellectual Property” means: (1) all copyrights in both published works and unpublished works; (2) all rights in mask works; (3) all proprietary trade secrets, Confidential Information, data, inventions, improvements and original works of authorship; and (4) any and all improvements, know-how, data, rights and claims related to the foregoing. 

Cooperation.

Upon each request by the Company, without additional consideration, Contributor agrees to promptly execute documents, testify and take other acts at the Company’s expense as the Company may deem necessary or desirable to procure, maintain, perfect and enforce its copyright in the Works.  In the event the Company is unable for any reason to secure Contributor’s signature on any document needed in connection with the actions specified herein, Contributor hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Contributor’s agent and attorney in fact, to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this paragraph with the same legal force and effect as if executed by Contributor. 

Representations, Warranties and Indemnification by Contributor. 

Contributor represents and warrants to the Company that (1) Contributor is the sole owner of the Works and has full and exclusive right to assign the rights assigned herein, (2) Contributor has full right and power to enter into and perform this Engagement without the consent of any third party, (3) all of the Works are free and clear of all claims, liens, encumbrances and the like of any nature whatsoever, (4) each Work is or will be an original work of Contributor, (5) none of the Works infringes, conflicts with or violates any copyright or other intellectual property right of any kind of any third party, (6) Contributor was not acting within the scope of employment or other service arrangements with any third party or using the property or resources of another party when conceiving, creating or otherwise performing any activity with respect to the Works, (7) the execution, delivery and performance of the Engagement does not conflict with, constitute a breach of, or in any way violate any arrangement, understanding or agreement to which Contributor is a party or by which Contributor is bound, (8) Contributor has not granted, directly or indirectly, any rights or interest whatsoever in the Works to any third party, and (9) no claim, whether or not embodied in an action past or present, of any infringement, of any conflict with, or of any violation of any patent, trade secret or other intellectual property right or similar right, has been made or is pending or threatened against Contributor relative to the Works. 

Contributor agrees to promptly inform the Company of any claim arising or threatened in the future with respect to the Works or any part thereof that may result in Contributor’s breach of any of the foregoing representations and warranties.  Contributor will indemnify and hold harmless the Company, from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) which result from a breach or alleged breach of any representation or warranty of Contributor.  The Company will have the right to control the defense of any Claim.

Non-Exclusivity.

During the term of Contributor’s Engagement, Contributor may be employed by, consult for, own, manage, control or participate in the ownership, management, operation or control of any business entity that directly or indirectly competes with the Company, subject to the Company’s exclusive rights of ownership in the Works.  Contributor shall not engage in any act that would constitute copyright infringement under applicable law.

Independent Contractor.

Contributor’s relationship with the Company will be that of an independent contractor and not that of an employee. Contributor will not be eligible for any employee benefits, nor will the Company make deductions from payments made to Contributor for employment or income taxes, all of which will be Contributor’s responsibility. Contributor will have no authority to enter into contracts that bind the Company or create obligations on the part of the Company without the prior written authorization of the Company.  Nothing in these Terms of Engagement is intended to, or should be construed to create a partnership, agency, joint venture or employee relationship. Contributor is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under these Terms of Engagement.

Reasonableness of Restrictions.

Contributor has read and considered the restrictive provisions of this Terms of Engagement and, having done so, agrees that such restrictions are fair and reasonable and are reasonably required for the protection of the interests of the Company, its officers, directors, equity owners and employees.

Relief.

The Company may pursue all rights, remedies or damages available to the Company at law or in equity, including withholding of payments to Contributor, in the event of any breach by Contributor of the SOW or these Terms of Engagement.

Termination.

Either party may terminate the Engagement, with or without cause, on not less than 30 days advance written notice to the other party of their notice of termination.  Termination will not affect the Company’s obligation to pay royalties to Contractor accruing pursuant to the SOW before or after termination of the Engagement, or Contributor’s obligations under the following sections: “Confidentiality”; “Intellectual Property”; ; “Cooperation”; “Representations, Warranties and Indemnification by Contributor”; “Independent Contractor”; “Assignment”; “Governing Law” and “Dispute Resolution By Arbitration”.

Notices.

All notices required or permitted under these Terms of Engagement shall be in writing and shall be deemed delivered when delivered in person or by electronic mail addressed to the most recent address contained in the Company’s records for Contributor, and in the case of the Company, shall be addressed to [email protected].   Such addresses may be changed from time to time by either party by providing written notice in the manner set forth above.

Assignment.

Contributor may not assign, subcontract or otherwise delegate Contributor’s obligations under these Terms of Engagement without the Company’s prior written consent.  The Company may assign its rights and obligations under the SOW and these Terms of Engagement to any successor to all or substantially all of the assets or equity interests of the Company.  Each and all of the covenants, terms, provisions and such agreements shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by these Terms of Engagement, their respective heirs, legal representatives, successors and assigns.

Waiver and Amendment.

The SOW and these Terms of Engagement may be waived, altered, amended or replaced in whole or in part only upon the written consent of Contributor and the Company provided that, the Company may amend these Terms of Engagement at any time without the consent of Contributor if such amendment applies generally to a majority of the Company’s contractors.  The failure of either party to enforce any provision of these Terms of Engagement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with such provisions and every other provision of these Terms of Engagement.

Entire Agreement.

The SOW and Terms of Engagement constitute the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersede and replace any and all prior agreements and understandings, whether oral or written with respect to such matters. 

Governing Law.

The SOW and these Terms of Engagement shall be governed by and construed in accordance with the laws of the State of Delaware, because Delaware is the jurisdiction in which the Company was formed.

Dispute Resolution by Binding Arbitration.

In the unlikely event that we are unable to resolve a dispute informally, Company and Contributor each agree to resolve those disputes through binding arbitration, rather than in a court of general jurisdiction. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than a court does, and is subject to very limited review by courts. Any arbitration under these Terms of Engagement will take place on an individual basis; class arbitrations and class actions are not permitted. The arbitrator shall apply the same limitations period that would apply in court.

Contributor agrees that, by entering into these Terms of Engagement, Contributor and the Company are each waiving the right to a trial by jury or to participate in a class action. These Terms of Engagement evidence a transaction or website use in interstate commerce, and thus the Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of this provision. This arbitration provision will survive termination of these Terms of Engagement. 

A party who intends to seek arbitration must first send, by U.S. certified mail, a written Notice of Dispute ("Notice") to the other party. A Notice to the Company should be addressed to [email protected] (the "Notice Address"). The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought ("Demand"). If the Company and Contributor do not reach an agreement to resolve the claim within 30 days after the Notice is received, Contributor or the Company may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by the Company or Contributor shall not be disclosed to the arbitrator. 

 You may download or copy a form to initiate arbitration from the American Arbitration Association ("the AAA") website at https://www.adr.org.

The arbitration will be governed by the Consumer Arbitration Rules (the "AAA Rules") of the American Arbitration Association, as modified by these Terms of Engagement, and will be administered by the AAA. The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. (You may obtain information about the arbitration process directed to non-lawyers.) The arbitrator is bound by these Terms of Engagement. 

Unless the Company and Contributor agree otherwise, any arbitration hearings will take place in the State and county of the Company’s principal place of business. Contributor may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, by a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If Contributor chooses to proceed either in person or by telephone, the Company may choose to respond only by telephone or submission. 

 Except as otherwise provided for herein, each party will pay half of all AAA filing, administration and arbitrator fees for any arbitration initiated in accordance with the notice requirements above. If, however, the arbitrator finds that either the substance of Contributor’s claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the AAA Rules. In such cases, Contributor agrees to reimburse the Company for all monies previously disbursed that are otherwise Contributor’s obligation to pay under the AAA Rules.