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Content Provider Agreement This is to inform you that if you choose to post with us, you will be considered for participation in our Rev Share Program with your postings. Once your postings achieve satisfactory results, you can become one of our content providers that are subject to the following terms. RECITALS Content Sharing Platform desires to introduce travel contents to its members which will include a Content Distribution and Sharing service or service segment ("Service Segment") and to promote and exploit as part of the Service Segment certain Content owned or licensed by Content Provider; and Content Provider desires to make such Content available to Content Sharing Platform pursuant to the terms of this Agreement. For good and valuable consideration, receipt of which is hereby acknowledged, Content Sharing Platform and Content Provider hereby agree as follows: ARTICLE I License to Exploit the Content 1.1 Grant of License. Subject to the terms of this Agreement, Content Provider hereby grants to Content Sharing Platform a worldwide non-exclusive license to use, copy, display and perform (privately and publicly), publish, distribute the Content Provider's Contents. 1.2 Attribution. In the event that Content Provider's work is published, Content Provider will receive attribution in the form of authorship associated with Content Provider's account. Content Provider is authorized to publish content that originally was posted on Content Sharing Platform, provided that attribution to Content Sharing Platform is displayed for such publication. ARTICLE II Content Sharing Platform Service Functions Content Sharing Platform shall have the following service function responsibilities: 3.1 Use reasonable efforts to establish, maintain and operate the Service Segment and Content Sharing Platform Service at its expense pursuant to the terms of this Agreement; 3.2 Provide training materials to Content Provider at Content Sharing Platform's expense to assist Content Provider in promoting his or her content on search engines and social media. 3.3 Provide network access to the Content Sharing Platform Service or other Internet access service as may be offered by Content Sharing Platform, as well as general access to users from other Internet access Providers; ARTICLE III Advertising and Promotion Content Sharing Platform shall have the following service function responsibilities: 4.1 Use reasonable efforts to aid in content editing for advertisement and promotions relevant to contents at its expense pursuant to the terms of this Agreement; 4.2 Use reasonable efforts to aid in publish and distribute contents at its expense pursuant to the terms of this Agreement; ARTICLE IV Revenues and Payment 5.1Content Sharing Platform shall retain 50% of Advertising Fees and Commission Revenues as a platform dividend. The remaining 50% of revenue shall be distributed to Content Provider in proportion to the readership Content Provider’s articles contribute to the total readership of Content Sharing Platform. 5.2Content Provider will be paid $__ per article posted on Content Sharing Platform if the quality of writing is acceptable to Content Sharing Platform. Content Sharing Platform shall establish consistent quality requirements and determine whether articles can meet such requirements. ARTICLE V Marketing Materials 6.1 Content Sharing Platform shall consult with Content Provider concerning contracting opportunities for the Group Travel Planning Program and Content Provider's Content as well as the organization, direction in order to accurately represent Content Sharing Platform's interest. 6.2 Content Sharing Platform will evaluate Content Provider concerning Article Marketing Contractor opportunities for Marketing Campaigns. ARTICLE VI Readerhip Information Content Sharing Platform shall provide Content Provider, without charge, with content readership information in the format of entry and exit traffics through contents. ARTICLE VII Subscriber Information At Content Provider's request, Content Sharing Platform will provide Content Provider, without charge, with user profile information ("User Profile Information"), as determined by Content Sharing Platform in its reasonable discretion, that describes the habits, usage patterns and/or demographics of Subscribers as a group, subgroup or a class of Subscribers. Information identifying the name or address (electronic or physical) of a Subscriber. General Profile Information shall not be used by Content Provider except in connection with providing Content for the Content Sharing Platform Service. ARTICLE VIII Term and Termination 9.1 Term. The Agreement will become effective as of the Effective Date and will, unless sooner terminated as provided below, remain effective until 6 months after electronic form of signature is obtained by Content Sharing Platform. 9.2 Termination. Either party may terminate this Agreement for any reason upon notice to the other party. 9.3 Effect of Termination. In the event that this Agreement is terminated for any reason, the terms and conditions of this Agreement will cease to be applicable to either party. ARTICLE IX Governing Law The Agreement will be governed by and construed using Massachusetts law, without giving effect to conflict of law provisions or to constructive presumptions favoring either party. The parties consent to venue and the exclusive jurisdiction of the state and federal courts located in Boston, Massachusetts. Accept the Content Provider Agreement
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