Welcome to CONTRIB, a network and platform where members “community” contribute to the creation, development and or management of web-based electronic corporations. Selected Ventures are developed by Contrib partners and the Community with the intention of being commercialized, produced and licensed or sold by CONTRIB. The CONTRIB.com web site and its associated products and services (the “Services”) may be found at the domain and its related subdomains found at CONTRIB.com (the “Site”).
Ventures are developed using a variety of terms and phrases. The more commonly used terms are defined in more detail below. To summarize generally how The Community functions:
THE SELECTION, DEVELOPMENT, AND SALE OF ANY Venture IS SUBJECT TO THE COMPANY’S SOLE AND ABSOLUTE DISCRETION AND THE COMPANY RESERVES THE RIGHT, FOR ANY OR NO REASON, TO (I) REJECT ANY SUBMITTED Venture, (II) REFUSE TO POST ANY SUBMITTED Venture TO THE SITE, (III) TERMINATE THE DEVELOPMENT OR ANY PHASE RELATED TO AN Venture, (IV) TERMINATE THE SALE OF ANY COMMERCIALIZED PRODUCT RELATED TO ANY Venture, OR (V) SELL OR LICENSE AN Venture, AND/OR ANY INTELLECTUAL PROPERTY RELATED THERETO, TO ANY THIRD PARTY.
All initial capitalized terms used in this Agreement shall have the meaning ascribed to such terms. In addition to the terms defined elsewhere in this Agreement, the following Terms shall have the meaning listed below:
You acknowledge that CONTRIB is a service provider that has created the Community to allow Members to interact regarding topics and content chosen by Members, and that Members can alter the information presented on the Site on a real-time basis. CONTRIB generally does not regulate the content of communications between Members or Members' interactions with the Services. As a result, CONTRIB has very little control, if any, over the quality, safety, morality, legality, truthfulness or accuracy of Member Content provided by Members. Nonetheless, CONTRIB shall have the right, but not the obligation, to monitor and/or limit any Member Content posted by a Member to the Site, including, without limitation Ventures.
You agree that the Company has the absolute right and permission to use your name, voice, image, likeness, and your applicable Member compensation information, including for example any commissions paid, Equity Points earned, and your Stake percentage in an Selected Venture, as well as representations made by you, in any media (including, without limitation, television, print, radio and the Internet), world-wide, for the purposes of advertising, promoting, reporting and disseminating information about the Company, the Company’s business or an Accepted Venture.
While one aspect of the Site is to provide Members, including Idea Submitters with the right to share in Net Product Sales Revenue, Members should not participate on the Site or in the Services primarily for financial gain, as any actual monetary compensation actually received by a Member in connection with the Site, may or may not bear any relation to the actual time invested on the Site, or the quality or quantity of Member Content submitted, Equity Points earned, or Stake allocated.
Because the Company may elect in its sole discretion to cease commercializing any Commercialized Product, there can be no guarantee that you will ever receive any payments or actual compensation in connection with participating on the Site or providing Member Content. CONTRIB makes no representations or warranties regarding any actual monetary compensation that may be earned in connection with use of the Site or the Services. Further, some Ventures on the Site may not be eligible to receive Equity Points, Stake or Net Product Sales Revenue. Members may not be eligible to share in Net Product Sales Revenue generated from those Ventures that have been designated on the Site as being ineligible for revenue sharing. CONTRIB’s obligation to pay Net Product Sales Revenue to Members, who are allocated such amounts pursuant to the Site, is limited to paying such allocations based upon Net Product Sales Revenue that is actually received by CONTRIB. Notwithstanding any Net Product Sales Revenue that may be allocated to your account, CONTRIB shall be under no obligation to distribute such amount to you until such time as the aggregate amount payable in your account exceeds $100. The Company will calculate all payments owed by the Company to a Member as set forth above, on a monthly basis (on the Site), based on the previous month’s sales or licenses of a Commercialized Product. All amounts earned by a Member shall be rounded down to the nearest tenth of cent.
If CONTRIB terminates this Agreement with you in accordance with the terms of this Agreement, any unpaid amounts in your account will be forfeit.
The Company will make payments to Members, upon request from Members for payments, by wire transfer (subject to all applicable fees specified on the Site which will be assessed to Member) or through any other commercially reasonable manner adopted by the Company from time to time.
You agree that your creation or submission of any Member Content is not in any way based upon any expectation of compensation of any kind, monetary or otherwise, from the Company or any other Members
You acknowledge and agree that you be responsible for all taxes due on any payments made to you in connection with your participation on the Site. The Company will be under no obligation to make any payments to you unless you have properly completed and submitted the CONTRIB Payee Information Form (the “APIF”) and the information required in the registration process related to backup withholding taxes. Backup withholding taxes are a type of withholding for federal income taxes on certain types of income. CONTRIB may be required by law to withhold these taxes from amounts payable to you unless you are otherwise exempt from backup withholding. US citizens and resident aliens will typically be exempt from backup withholding if they properly report their name and Social Security number to CONTRIB on the APIF and that information matches the IRS records.
CONTRIB reserves the right to interrupt the Site with or without prior notice for any reason or no reason. You agree that CONTRIB will not be liable for any interruption of the Site, delay or failure to perform. CONTRIB has the right at any time for any reason or no reason to change and/or eliminate any aspect(s) of the Site and/or the Services as it sees fit in its sole discretion.
CONTRIB may amend its Allocation Algorithms at any time within its sole discretion; provided, however, CONTRIB will not amend its Allocation Algorithms with respect to any Selected Venture in the “Voting Phase” or “Production and Commercialization Phase” without obtaining the prior consent of at least the majority of the stakeholders for such Selected App.
Fees and charges, if any, are described on the Site, and in the event you elect to use paid aspects of the Services, you agree to the pricing, payment and billing policies applicable to such fees and charges, posted on the Site. CONTRIB may add new services for additional fees and charges, or proactively amend fees and charges for existing services, at any time in its sole discretion. All fees paid to the Company are solely for services provided by the Company through the Site and no payments made in connection with the Site should be made with any expectation by a Member to receive any return payment, including any portion of Net Product Sales Revenue, from the Company.
In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data and any other information you provide to Company, and keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.
Accordingly, you understand and agree that by submitting Member Content to any area of the Site, you hereby assign (and you represent and warrant that you have the right to assign) to Company, and agree to deliver such additional assignments or other instruments of transfer or Intellectual Property Rights perfection as may be reasonably requested by the Company, all right, title and interest in your Member Content, including without limitation all Intellectual Property Rights therein. You acknowledge and agree that any compensation that you might receive for your Member Content, may be inadequate or below fair market value, and you expressly agree to bear such risk.
To the extent that you include any third party work of authorship in your Member Content (as permitted by this Agreement), you hereby assign to CONTRIB your license rights in the same and you represent and warrant that such license rights are sufficient to empower CONTRIB to exercise any and all rights in such work and to license third parties to do the same.
Redistribution and use in source and binary forms, with or without modification, are permitted and provided that the following conditions are met: * Any redistribution or use is for noncommercial purposes only and is not redistributed or used in connection with any application that is substantially similar to the Selected Venture. * Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer. * Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OF BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
You agree that you will not incorporate, or permit to be incorporated into any Venture (including any Accepted Venture or Selected Venture) you submit to the Service, or disclose or make improper use of, without the prior written consent of Company: (i) any information or trade secrets of a third party in violation of any lawful agreements with that third party; (ii) any Inventions owned by a third party which you are not authorized to license to Company under the terms contained herein; or (iii) any software code licensed under the GNU GPL or LGPL or any similar “copyleft” license. Further you agree you will not submit any Ideas which were not conceived, developed or reduced to practice entirely on your own time and without the use of your employer’s equipment, supplies, facilities or trade secret information, and which do not (a) relate at the time of conception or reduction to practice of the Idea to your employer’s business, or actual or demonstrably anticipated research or development of your employer; or (b) result from any work performed by you for your employer.
“CONTRIB” and other CONTRIB graphics, logos, designs, page headers, button icons, scripts and service names are the trademarks, trademarks or trade dress (collectively, the “Marks”) of CONTRIB in the U.S. and/or other countries. The Marks may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion or association or affiliation with CONTRIB and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.
You agree that you shall not: (i) take any action or upload, post, e-mail or otherwise transmit to or via the Site any Member Content that infringes or violates any third party rights, including without limitation all Intellectual Property Rights, rights of publicity and rights of privacy, or that constitutes any other person’s Proprietary Information; (ii) impersonate any person without their consent, including, but not limited to, a CONTRIB employee, or falsely state or otherwise misrepresent your affiliation with any Person; (iii) take any action or upload, post, e-mail or otherwise transmit to or via the Site any Member Content that violates any law or regulation; (iv) take any action or upload, post, e-mail or otherwise transmit to or via the Site any Member Content as determined by CONTRIB at its sole discretion that is harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (v) take any actions or upload, post, e-mail or otherwise transmit to or via the Site any Member Content that contains any viruses, Trojan horses, worms, spyware, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (vi) take any action or upload, post, email or otherwise transmit to or via the Site any Member Content that would violate any right or duty under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (vii) upload, post, email or otherwise transmit to or via the Site any unsolicited or unauthorized advertising, or promotional materials, that are in the nature of "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation that the Company considers in its sole discretion to be of such nature; (viii) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (ix) attempt to gain access to any other Member’s account or password; or (x) "stalk", abuse, or otherwise harass another Member; (xi) charge any third party for use of the Site or the Services; or (xii) modify, adapt, reverse engineer, decompile or attempt to discover the source code of the Site or Services or any of its algorithms that are utilized to allocate Influence. Any violation by you of the terms of the foregoing may result in immediate and permanent suspension or cancellation of your account and the forfeiture of any accrued Influence and any amounts otherwise due to you from the Company.
Members in the Community may choose to produce a web or mobile application (including, without limitation, a website, blog, Facebook page, Twitter page, or similar) promoting or otherwise presenting CONTRIB or CONTRIB products.
Any such application must comply with the following guidelines:
Post the following notice clearly and conspicuously on each and every page within an application: "This application is not affiliated with, endorsed by, or in any manner provided or controlled by CONTRIB, Inc. CONTRIB, Inc. assumes no liability for the content of this application." If using any CONTRIB branding (including, without limitation, CONTRIB or CONTRIB product brand names or logos), do not distort or alter the brand appearance. For example, don't change any spelling, don't add or merge words, don't alter color, font or dimensions. If using any CONTRIB created imagery (still photos or videos), include the following attribution: "© Appdillo Inc. All rights reserved." adjacent to each instance of imagery. Don't claim any untrue association with CONTRIB. CONTRIB Members are not employees, consultants, contractors or agents of CONTRIB. Don't include the CONTRIB name or other CONTRIB brand name in a domain name (including, without limitation, Facebook page URL or Twitter page URL).
Company is committed to respecting and protecting the legal rights of copyright owners. As such, Company adheres to the following notice and take down policy, in full compliance with Section 512(c)(3) of the DMCA (17 U.S.C. § 512 et seq.). If you believe any of the Member Content infringes upon your intellectual property rights, please submit a notification alleging such infringement (hereafter a “DMCA Takedown Notice”). To be valid, a DMCA Takedown Notice must (i) be provided to Company’s designated agent, (“Copyright Agent”), as set forth below, and (ii) include the following:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works; Identification of the material claimed to be infringing or to be the subject of infringing activity and that is to be removed or access disabled and information reasonably sufficient to permit the service provider to locate the material; Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail; A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and A statement that, under penalty of perjury, the information in the notification is accurate and you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
Company’s Copyright Agent to receive DMCA Takedown Notices is: copyright@CONTRIB.com. For clarity, only DMCA Takedown Notices should go to the Copyright Agent; any other feedback, comments, online purchases or other communications should be directed to the applicable customer service links posted on the Site. You acknowledge that in order for Company to be authorized to takedown any Member Content, your DMCA Takedown Notice must comply with all of the requirements of this Section.
CONTRIB is not responsible or liable in any manner for any Member Content posted on the Site or in connection with the Services. Although we provide rules for Member conduct and postings, we do not control and are not responsible for what Members post, transmit or share on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable Site Content you may encounter on the Site or in connection with any Member Content. The Company is not responsible for the conduct, whether online or offline, of any Member of the Site or Services.
By submitting a Suggested Improvement, voting on a Suggested Improvement or otherwise accessing an Venture, you acknowledge and agree that all information disclosed via CONTRIB and other Members that relates to such Ventures, whether such information is identified as such, is proprietary or confidential information of CONTRIB (“Confidential Information”). You shall not disclose any Confidential Information to any person or entity, other than Members of the Community, or use Confidential Information except to aid in the development of Ventures. “Confidential Information” does not include information that demonstrably (i) is or becomes generally available to the public other than as a result of disclosure by you; (ii) was possessed by you prior to being furnished by CONTRIB or other Members; (iii) becomes available to you from a source other than CONTRIB or other Member who is not bound by any confidentiality obligations, or (iv) the Venture has been published or otherwise made available to the general public by CONTRIB.
As a condition of access to the Site and the Services, you release CONTRIB (and CONTRIB’s shareholders, affiliates, directors, officers, subsidiaries, employees, and agents) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute you have or claim to have with one or more Members of the Site; including, without limitation, any claim that another Member infringes upon your Intellectual Property Rights in any Member Content that you may provide. You further understand and agree that: (a) CONTRIB will have the right but not the obligation to resolve disputes between Members relating to the Services, and CONTRIB’s resolution of any particular dispute does not create an obligation to resolve any other dispute; (b) to the extent CONTRIB elects to resolve such disputes, it will do so in good faith based solely on the general rules and standards of the Services and will not make judgments regarding legal issues or claims; (c) CONTRIB’s resolution of such disputes will be final with respect to the Site, and any allocation of Influence or the allocation of any payments due to Members related to the foregoing, but will have no bearing on any real-world legal disputes in which Members of the Services may become involved; and (d) you hereby release CONTRIB (and CONTRIB’s shareholders, affiliates, directors, officers, subsidiaries, employees, and agents) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with CONTRIB’s resolution of disputes relating to the Site or the Services.
If you (i) pre-order the commercialized version of an Venture, (ii) the development, manufacture, production or distribution of such an Venture is canceled for any reason, and (iii) the commercialized version of the applicable Venture has not been made available for download or shipped, the Company will refund all amounts you paid to the Company. For the purposes of clarity, all refunds are exclusive of any processing fees previously paid by you. You can also cancel any pre-orders prior to their shipment to you by emailing CONTRIB at:support@CONTRIB.com, and we will provide you with a full refund for any amounts already paid by you, exclusive of any processing fees.
Without limiting the foregoing, the SITE CONTENT, SERVICES and all other features on the Site are provided to you “AS IS” and “AS AVAILABLE” without warranty of any kind with respect to the Site and/or SERVICES, either express or implied, including but not limited to, fitness for a particular purpose, title, or non-infringement. Additionally, COMPANY does not make any warranties that the Site OR SERVICES will be uninterrupted, secure or error free or that your use of the Site will meet your expectations, or that the Site, SERVICES, or any portion thereof, is correct, accurate, or reliable. COMPANY reserves the right to change any part of the Site at anytime without notice. Your use of the Site AND SERVICES is at your own risk.
You hereby agree to defend, indemnify and hold harmless CONTRIB, its shareholders, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, distributors, successors and assigns and other Members of the Services, from all damages, liabilities, claims and expenses, including without limitation attorneys' fees and costs, arising from (i) any breach of this Agreement by you, or (ii) any claims by third parties that your activity on the Site or your Member Content (including your Member Content as incorporated in a Commercialized Product) infringes upon, violates or misappropriates any of their Intellectual Property Rights or discloses their Proprietary Information.
Notwithstanding anything contained herein, the functionality provided to you by the Site, Services and the Company’s systems, networks, and servers are not an archive and Company shall have no liability to you or any other person for loss, damage or destruction to your Member Content or any other information submitted to or via the Site. You shall be solely responsible for (i) uploading your Member Content, (ii) preventing any loss or damage to your Member Content and (iii) maintaining independent archival and backup copies of any of your Member Content.
In order to ensure that Ventures consistently receive meaningful feedback and contributions from the Community, each Member is required to submit at least one Suggested Improvement or participate in one vote on Suggested Improvements per year for each Selected Venture in which you have acquired any Stake (the “Participation Requirement”). If you fail to meet the Participation Requirement for a Selected Venture which you hold Stake, you will forfeit all of your Stake in that Selected Venture any of its commercialized versions. You agree that your Member account is non-transferable and any rights to your Member Content, Stake, Equity Points, or other content within your account terminate upon your death. Upon receipt of a copy of a death certificate, your Member account may be terminated and all contents therein permanently deleted. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement. If you believe your Member account was accidentally terminated or your Stake improperly forfeited, you may submit an appeal by contacting us at: support@CONTRIB.com
Company may cancel, suspend or block your use of the Site without notice if there has been a violation of these Terms. CONTRIB reserves the right to terminate this Agreement with you if you do not, in any 12-month period, meet the Participation Requirement or log in to (and update, if necessary) your account. If this Agreement is terminated by you or by CONTRIB due to your breach or as provided in the previous sentence, your Stake in any Selected Venture will be forfeit and allocated, pro rata, to the other Members who have Stake in that Selected Venture. Your right to use the Site will end once your Member account is terminated, and any data you have stored on the Site, including Member Content, may be unavailable later. You may terminate your Member account at any time. Company is not responsible or liable for any records or information that is made unavailable to you as the result of your termination of your Member account.
YOU AGREE THAT COMPANY WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE, CONTENT OR MATERIALS.
Any limitations on liability that favor Company will survive the expiration or termination of these Terms for any reason.
Company reserves the right to stop the production, development, manufacture, sale, offering for sale, or distribution of (collectively, “Retire”) any Commercialized Product at any time. In the event Company decides, in its sole discretion, Retire a Commercialized Product (a “Retired App”), Company will license and make available (i) all code embedded in such Retired Venture under the Member License, and (ii) all other non-code contributions to the Retired Venture under the Creative Commons Attribution Non-Commercial 3.0 Unported License.
Except for either party’s claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret, any and all disputes between you and CONTRIB arising under or related in any way to this Agreement, must be resolved through binding arbitration as described in this section. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to this Agreement.
You agree that by entering into this Agreement, you and CONTRIB are each waiving the right to trial by jury or to participate in a class action. You and CONTRIB agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Any arbitration will take place on an individual basis; class arbitrations and class actions are not permitted. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by this section. For any claim where the total amount of the award sought is $10,000 or less, the AAA, you and CONTRIB must abide by the following rules: (a) the arbitration shall be conducted solely based on written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in your choice of the following locations: San Francisco, CA, Denver, CO, or New York, NY. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction. In the event this agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated shall be exclusively brought in the state or federal courts located in San Francisco County, California. Claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall be exclusively brought in the state and federal courts located in San Francisco County, California.
No money or other consideration is being solicited, and, if sent, will not be accepted. No sales of the securities will be made or commitment to purchase accepted until qualification of the offering statement by the Securities and Exchange Commission and approval of any other required government or regulatory agency. An indication of interest is non-binding and involves no obligation or commitment of any kind.