Contribution Agreement

Welcome to GUIDES.CO! This Agreement sets out the terms on which Mercury Grove Inc. (“MG”) will make its website and related features at guides.co (the “Website”) available to persons who have either (i) authored or co-authored one or more interactive guides or other documents; or (ii) wish to create content through use of the GUIDES.CO Guide Publisher (each a “Guide”) for such Guides to be promoted, published and made available for purchase on the Website by registered users (“Users”).

PLEASE READ THIS AGREEMENT CAREFULLY: BY SUBMITTING CONTENT THROUGH THE GUIDE PUBLISHER OR OTHERWISE TO MG OR BY USING THE GUIDES.CO PUBLISHING PLATFORM TO GENERATE GUIDES, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT WHICH CONSTITUTES A LEGAL CONTRACT BETWEEN YOU AND MERCURY GROVE. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, PLEASE DO NOT USE (OR CONTINUE TO USE) THE PUBLISHING FEATURES OF THE WEBSITE.

1. Submission of Content to GUIDES.CO. In order to be included in the online guides on the Website, Author must:

(i) provide the Guide (if not generated through GUIDES.CO Publisher) in electronic copies to MG together with any related explanatory notes, disclaimers or descriptions for the Guide for display on the Website; and

(ii) grant MG a non-exclusive, worldwide basis with a right for MG and its affiliates and contractual partners to use, reproduce, distribute and display the Guide on the Website and to extract portions of the Guide for the purpose of marketing such content to users of the Website. MG shall not remove any proprietary markings other indications of origin contained in the Guide and shall ensure that proper attribution (as agreed with Author) is provided in any reproductions or extracts of the Guide.

2. Guide Rules. Author is solely responsible for the content of the Guide and represents and warrants that:

(i) Author is the sole creator of the Guide or, if a co-author or the provider of content which incorporates third party works, that Author has the written consent, release, and/or permission of each and every copyright holder to enable inclusion and use of such Guide in the manner contemplated by this Agreement;

(ii) Author further warrants and represents that the Guide does not infringe any other person’s copyrights or rights of literary property, nor, to Author’s knowledge, does it violate the rights of privacy of, or libel, other persons;

(iii) the Guide will not contain falsehoods or misrepresentations that could damage MG or any third party or contain material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any local, provincial, national, or international law, or is otherwise inappropriate.

3. Review Rights. MG reserves the right but has no obligation to screen Guide to review, flag, filter, modify, refuse or remove any or all Guide or not publish or otherwise distribute Guide to Users at any time and can remove Guides with no liability to Author or any third party.

4. Reservation of Rights. Author retains all its right, title and interest in and to the Guide which are not expressly granted to MG under this Agreement. MG will ensure that an appropriate attribution of authorship is provided in relation to the Guide displayed on the Website.

5. Revenue Share. Author acknowledges and agrees that no advances or royalties of any kind are due to Author from MG under this Agreement. However Author will be entitled to 100% of the revenue share on all sales of Guides to Users less a 5% plus $0.30 transaction cost on each individual transaction associated with the sale of a Guide.

6. Special Revenue Share Agreements. The author may agree to a separate revenue share agreement with a partner GUIDES.CO marketplace. In these cases the separate agreement will supersede the standard revenue share agreement between the Author and MG.

7. Indemnification. Author shall indemnify and hold harmless MG and its affiliates, directors, officers, employees, agents, and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation by Author of the representations and warranties hereunder. MG reserves the right to take over the exclusive defense of any claim for which MG are entitled to indemnification. In such event, Author shall provide MG with such cooperation as is reasonably requested by MG.

8. Status. Each party is an independent contractor operating a separately established business, and that neither party is the partner or legal representative of the other, nor does either party have the authority to bind the other to any legal obligation. Neither party will be liable to the other in connection with any termination, expiration, or non-renewal of this Agreement for any indemnity, reimbursement, or damages on account of loss of clientele and/or prospective profit, or for any compensation for anticipated sales, or on account of expenditures, investments, or other commitments made in connection with this Agreement, carrying out the parties’ obligations hereunder, or otherwise.

9. LIMITATION OF LIABILITY. MG, ITS affiliates, employees, agents and licensors are not liable for incidental, indirect, consequential, special, punitive, or exemplary damages of any kind, including, without limitation, lost revenues or profits, loss of business or loss of data, in any way related to this agreement, Our Website or for any claim, loss or injury based on errors, omissions, interruptions or other inaccuracies in Our exercise of Our rights hereunder (including, without limitation, as a result of breach of any warranty or other provision of these Terms), even if MG have been advised of the possibility of such damages.

10. Changes to this Agreement and the Website and Services. MG reserves the right to make changes to this Agreement which will be notified to all authors by email or through the Website. MG may also change the content of the Website and features of the Services at any time and cannot always guarantee advance notification to you.

11.General Provisions. Each party will comply fully with all applicable federal, provincial and/or state and local laws and regulations relating to its obligations under this Agreement. Author shall not assign this Agreement or any rights and obligations hereunder to any third party without the express prior written consent of MG. If any provision of this Agreement is held invalid by any law, rule, order or regulation of any government, or by the final determination of a court of competent jurisdiction, such invalidity will not affect the enforceability of any other provisions not held to be invalid. The provisions of this Agreement shall be interpreted to carry out the intent of the parties to the fullest extent permitted by law. This Agreement and any disputes arising under it shall be governed by the laws of the Province of Ontario, Canada. All notices of any kind shall be in writing and shall be delivered to MG’s registered address and in the case of Author, to the account details held on file for Author. This Agreement constitutes the entire agreement of the parties as to the subject matter hereof and supersedes any and all prior oral or written memoranda, understandings and agreements.

Last Updated: August 14, 2014

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