SOL GUIDE CONTENT CONTRIBUTOR AGREEMENT

THIS SOL GUIDE CONTENT CONTRIBUTOR AGREEMENT (“AGREEMENT”) IS A BINDING CONTRACT BETWEEN ME (“I” OR “ME”) AND SOL TECHNOLOGIES, INC. (“SOL”). I REPRESENT AND WARRANT THAT I AM AUTHORIZED TO ENTER INTO THIS AGREEMENT AND HAVE ALL NECESSARY RIGHTS AND AUTHORITIES TO CONVEY ANY RIGHTS OR CARRY OUT ANY OBLIGATIONS CONTEMPLATED HEREIN. BY ACCEPTING THIS AGREEMENT (E.G., BY CLICKING A BOX INDICATING ACCEPTANCE OR BY USING ANY OF SOL’S SERVICES), I AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

1. Commitments. I agree to provide to Sol certain content relating to the provision of instructional materials and Classes (as defined below), including without limitation video, audio, illustrations, photographs, artwork and any and all related instructional and Class, as defined below, related materials (collectively the “Content”) for use on Sol’s mobile application, platform, website and other services (collectively, the “Services”). Content will be provided in the format specified by Sol within the Services. All Content shall be subject to review and approval by Sol. Subject to the restrictions set forth in Section 10 (Confidentiality), I may promote my Content using any legal and proper means (e.g., SEO and promotion on social networks), but I may not use misleading or fraudulent activities (including, without limitation, automation tools such as bots) or the like to do so. I shall be fully responsible for the accuracy of all information contained in the Content. Upon Sol’s reasonable request, I shall answer any questions Sol might have concerning the Content. If I submit any videos, photographs, artwork, illustrations or other Content (i) containing images or likenesses of specific individuals, or (ii) created by third parties, I shall provide written, signed releases from anyone who is portrayed or whose likeness appears in the Content and/or the photographer and/or artist who created the Content, as applicable.
2. Payments. If I offer certain Content or services that users of Sol’s platform (the “Users”) may purchase or subscribe to, such as classes or private lessons (each a “Class” and collectively, “Classes”), and Users purchase any Class or otherwise access any Content offered by me, Sol shall pay me the fees defined in detail on Sol’s Payment Terms page, the terms of which are incorporated into this Agreement. I acknowledge and agree that the Payment Terms may be updated by Sol at any time, with or without notification.
3. License. I hereby grant to Sol a worldwide, perpetual, sub-licensable and transferrable license (i) to publish, make, display, perform, reproduce, distribute, transmit, offer, sell, use provide User access and otherwise exploit, in any and every manner and medium now or hereafter known in connection with Sol’s provision of the Services, including but not limited to for promotional and marketing purposes, the Content and Content IP (defined below), and (ii) to use and disseminate my names, marks and other designations, as well as my likeness and biographical information , for promotional and other purposes in connection with any of the foregoing. I will confirm my consent to the foregoing, and ratify any action pursuant to the foregoing, at any time requested by Sol. “Content IP” includes, without limitation, all patent rights, copyright rights, trademark rights, moral rights, publicity rights, privacy rights and any other intellectual property rights or similar rights anywhere in the world covering or embodied in or relating to any Content. The rights and licenses granted to Sol herein include all rights in and to the Content including, without limitation, the right of Sol to edit, clip, crop, resize, retouch, alter, adapt, modify, create derivatives, distribute, make available online, in whole or in part, and to allow others to engage in any of the foregoing activities, in any medium now known or hereafter invented. I hereby consent to all uses and revisions to the Content and Content IP and waive any moral rights, “droit moral” and similar rights (including, but not limited to any rights of attribution or integrity). I shall assist Sol, at Sol’s request and expense, to further evidence, record, and defend any rights and licenses granted hereunder. Except as expressly set forth in this Agreement and except solely for the purpose of identifying myself as a Sol guide during the Term, I shall have no right to use Sol’s name, logos, and/or trademarks in any manner without Sol’s prior written consent.
4. Ownership and Representations. I retain all my rights, title and interest (subject to the license granted herein) in and to the Content, and I represent and warrant that (i) the Content was and will be developed and owned solely by me and neither the Content nor this Agreement (or its performance) will infringe, misappropriate or violate any intellectual property rights or other rights or agreements; (ii) the Content does not and will not contain anything that defames, libels or otherwise injures or interferes with the privacy or publicity rights of any third party; (iii) the Content does not and will not contain anything that is obscene, pornographic, abusive, offensive or otherwise violates any law or right of any third party; (iv) none of the Content or this Agreement (or its performance) will require payment of any kind to any third party by or on behalf of Sol; and (v) the Content is fully and commercially operational. I also represent and warrant that (i) I am qualified to teach the Classes that I list with the Services and that I will at all times conduct myself in a professional manner and in compliance with all applicable laws; (ii) I will not engage in any behavior that constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation or any form of lottery or gambling; (iii) as part of the Classes, I will honor any enrollments through the Services at the time and location listed in such Services, and I will not refuse enrollments or participation by any User for any discriminatory or other illegal reason. I may choose to remove Content from the Services and I will continue to own such Content, but Sol Technologies will continue to have the right to use that Content and to provide it to Users who have paid for or enrolled in such Content. Except for the license granted to Sol, neither party is transferring or licensing any intellectual property rights to the other under this Agreement.
5. Changes to the Services. I acknowledge and agree that Sol (i) may make changes to the Services without notice or liability; (ii) has the right to terminate my membership, account, or other affiliation with the Services at any time and for any reason, subject to Section 8 of this Agreement; and (iii) Sol can change its guide or User eligibility criteria at any time; and (iv) has the right to reject, cancel, interrupt, remove, or suspend any Class or Content at any time and for any reason. If the foregoing rights are prohibited by law where I live, then Sol can revoke my right to use Sol in that jurisdiction.
6. Disclaimers. The Classes offered in the Services are offered directly by me, and my instruction in any Class is at my sole risk. Sol does not supervise Classes and is not involved in any way with the actions of any individuals at any Class. Sol has no control over the actions of the individuals who are present at these Classes. I acknowledge and agree that by instructing any Class I may be exposing myself and any Users to a variety of risks and hazards, which may or may not be foreseen, including (without limitation) personal injury and property damage. I am solely responsible for all costs and/or risks associated with my instruction in any Class. I understand that, if I teach a Class or provide Content to the Services, Users will have the ability to post a review of any of my Content or my Classes. Sol cannot control the contents of any such review and will not be held responsible for any information or opinions that a User may include in any such review. TO THE FULLEST EXTENT PERMITTED BY LAW, I HEREBY RELEASE SOL AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “SOL PARTIES”) FROM ANY CLAIMS OR DAMAGES OF ANY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, RELATING TO MY INSTRUCTION IN ANY CLASS OR ANY AGREEMENT BETWEEN MYSELF AND ANY USER OF THE SERVICES, WHICH INCLUDE, BUT ARE NOT LIMITED TO, PROPERTY DAMAGE, ILLNESS, LOSS AND BODILY INJURY OR DEATH. I ACKNOWLEDGE THAT SOME OF THESE RISKS CANNOT BE ELIMINATED AND I SPECIFICALLY ASSUME THE RISK OF INJURY OR HARM. I AGREE AND UNDERSTAND AND INTEND THAT THIS ASSUMPTION OF RISK AND RELEASE IS BINDING UPON ME AND MY HEIRS, EXECUTORS, AGENTS, ADMINISTRATORS AND ASSIGNS. IN NO EVENT SHALL SOL OR THE SOL PARTY BE LIABLE TO ME OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICES.
7. Indemnities. I agree to defend, indemnify, and hold Sol and the other Sol Parties harmless from any claims, loss, damage, settlement, liabilities, or other amount or expense (including, without limitation, costs and attorneys’ fees) that arise from (i) my violation of this Agreement, including but not limited to any representations or warranties in Section 4; (ii) my negligent or wrongful conduct; (iii) any claim that your Content infringes a valid patent, copyright or trade secret of a third party; or (iv) any claim of bodily injury or harm (including death) or damage to or loss of any tangible property to yourself or any User. Sol reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by me, in which event I will cooperate with Sol in asserting any available defenses.
8. Termination. This Agreement shall commence on the date that I accept this Agreement and continues until and unless terminated by either me or Sol (the “Term”). Either party may also terminate this Agreement at any time, with or without cause, for any reason at any time upon ten (10) days prior written notice to the other party. Upon any expiration or termination of this Agreement, (i) I shall cease using the Services and my permission to use and access such Services, as specified in this Agreement, are terminated; (ii) all corresponding rights and obligations of the parties shall cease, except that (a) all obligations that accrued prior to the effective date of termination, including all outstanding undisputed fees and payment obligations as specified in this Agreement and the Payment Terms, shall survive; and (b) Sections 3, 4, 5 6, 7, 8, 9 and 11 of this Agreement shall survive termination or expiration of this Agreement.
9. Confidentiality. I will not, at any time use or disclose any information relating to the Services, Sol or its business that is not demonstrably generally publicly known or that by its nature would be understood by a reasonable person to be proprietary or confidential information.
10. Publicity and Marketing. Except as expressly set forth in this Agreement, I will not make any public announcements or public disclosures relating to this Agreement or its subject matter, Sol, its business, the Services or any communications between me and Sol. Without limiting the foregoing sentence, I will cooperate in promotional marketing activities in connection with the Services, including, without limitation, issuing press releases announcing the relationship between me and Sol, as reasonably requested by Sol.
11. Miscellaneous. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof. This Agreement may be modified by Sol in its sole reasonable discretion upon notice to me. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws provisions thereof. Without limiting either party’s right to seek injunctive or other equitable relief in any court of competent jurisdiction, all disputes related to or arising out of this Agreement shall be resolved exclusively by binding arbitration in accordance with the arbitration rules of JAMS. The award rendered shall be final and binding on both parties, and the judgment upon the award may be entered in any court having competent jurisdiction. The place of arbitration shall be San Francisco, California. I am an independent contractor and am responsible for all taxes and withholdings obligations and will indemnify Sol from liability or expense or attorney fees relating to any such obligation or allegation relating thereto. This Agreement is not assignable or transferable by me but is fully assignable and/or transferable by Sol. The provisions of this agreement are severable and the invalidity or unenforceability of any provisions hereof shall not affect the validity or enforceability of the other hereof.