ESG Audios Contributor License Agreement
© ESG Audios 2023 All rights reserved.
Contributor License Agreement
ESG Audios is a global curated audio resource platform for finance professionals such as analysts, fund managers, financial advisers, and financial services business development managers, to upskill on the go by accessing Contributor content that may otherwise remain unread and unappreciated by the Research Contributor's audience.
ESG Audios presents reports for relevancy, educational content and credibility. ESG Audios subscribers can access Research Contributor articles and reports in audio format, confident they are accessing premium industry research.
This Contributor License Agreement (CLA) (the "Agreement") clarifies the intellectual property license granted with Research Contributions and is between You (the "Contributor") and ESG Audios ABN 29 238 432 149 (the "Company", "ESG") and becomes effective on the date of signing this Agreement by both parties or when you have read and accepted this document as a tick box agreement on online Contribution submissions.
This Agreement is for your protection as a contributor of research content and the protection of the Company and its users; it does not change your rights to use your research for any other purpose.
You accept and agree to the following terms and conditions for Your present and future Research Contributions submitted to the Company. In return, the Company shall not use Your Contributions in a way that is contrary to the public benefit or inconsistent with its bylaws at the time of the Contribution. Except for the license granted herein to the Company, you reserve all right, title, and interest in and to Your Contributions.
1. DEFINITIONS
1.1 "Audio recording" means the audio recording of the improved Research Contribution produced by ESG Audios. Improvements are restricted to removing citations, footnotes, table of contents, graphs, prologues etc., to facilitate the recording and provide ease of listening.
All links to graphics and source information required to understand the research data will be provided in a PDF as part of the recording post on the Platform.
1.2 "Communication" means any form of electronic, verbal, or written communication sent on behalf of the Company to discuss and improve the Work.
For the avoidance of doubt, such communication and audio recordings are the property of the Company. Accordingly, the Contributor may not use them on any platform or for any purpose whatsoever except for communication conspicuously marked or otherwise designated in writing by You as "Not a Contribution."
1.3 "Contributor" means the copyright owner or legal entity authorised by the copyright owner making this Agreement with the Company. For legal entities, the entity making a research Contribution is considered a single Contributor and includes all other entities that control, are controlled by, or are under common control by that entity.
For this definition, "control" means:
a. the direct or indirect power to direct or manage the Contributor entity, whether by contract or otherwise, or
b. ownership of fifty per cent (50%) or more of the outstanding shares, or
c. beneficial ownership of the Contributor entity.
1.4 "Curated platform" means the ESG Audios third-party hosted audio application.
1.5 "Research Contribution" shall mean any original work of authorship, including any modifications or additions to an existing work that you intentionally submit to the Company for inclusion in, or documentation of, any of the products owned or managed by the Company (the "Work").
For this definition, "submitted" means any form of electronic, verbal, or written communication sent to the Company or its representatives.
1.6 "Research Contribution excludes any form of electronic, verbal, or written communication sent on behalf of the Company to discuss and improve the Work. Improvements are restricted to removing citations, footnotes, table of contents, graphs, prologues, to facilitate the recording and provide ease of listening.
2. CATEGORIES OF CONTRIBUTIONS
2.1 The following Categories are available for Research Contribution:
- Sustainable Finance Fundamentals
- ESG Issues
- Risk and Return
- Trends and Market Drivers
- Policy and Regulation
- Responsible Investment Techniques
- Investment Product Development
- Reporting and Disclosure
- Engagement and Shareholder Advocacy
- Sustainable Development Goals
2.2 The Company reserves the right to add to or remove Categories.
3. APPROVAL PROCESS
Submission requirements
3.1 You will need to submit the following to the Company:
- The relevant Contribution (article or report) for audio conversion and platform integration;
- Written confirmation of Intellectual Property rights in the Contribution; and
- Written permission to share from all authors involved, if applicable;
- Link to Contributors' social media platforms;
- Summary of Contributor organisation or short professional contributor biography (a minimum of 150 words and a maximum of 300 words is required);
- Photo, logo or profile headshot of each Contributor; and
- Contributor's contact details (e.g., email address, phone number and postal address). This information is not shared on the curated Platform.
Submission (Contribution) criteria
3.2 The Company will review your Contribution based on the criteria as follows:
- Research source acknowledgement
- Appropriate source referencing
- Credibility of content
- Educational content
- Relevance of content
- Evergreen or extended timeframe relevance
- Exclusion of bias
Unsuitable Contribution content
3.3 Your Contribution will not be suitable if the content is:
- Promotional editorial, sales or marketing in nature.
- Only applicable for a short time, becoming irrelevant to the audience within twelve months.
- Offensive or Illegal.
- Against the values of ESG Audios; or
- Paid gated content or content that is not available for public distribution.
3.4 ESG Audios is free to reject any Contribution anytime, including removal after audio upload and publication.
3.5 Reasons for removal include but are not limited to:
- The content no longer aligns with the vision of ESG Audios:
- The Contribution content may no longer be relevant:
- Negative community feedback indicating Contribution content is detrimental to ESG, ESG Audios or the Contributor:
- The Contributor is found to be operating against ESG Audios' values; and
- Evidence that the Contributor does not have the full rights to the Contribution and its distribution.
3.6 If the Contribution breaches the quality control points in 3.4, we reserve the right to remove the content immediately and the complimentary subscription(s) provided for the Contributor.
Original Work
3.7 The Contributor agrees
a. Each Contribution is the Contributor's original creation and referenced or cited appropriately.
b. All Contribution submissions include details of any third-party license or other restriction (including, but not limited to, related patents and trademarks) of which they are personally aware and associated with any part of their Contributions.
c. There is no mandatory requirement for the Contributor to provide subscriber support for the content on the Platform.
d. The purpose of the ESG Audios platform is to showcase research. Therefore the Contributor is prohibited from promoting their business or offering their services directly to subscribers via the Platform without prior consent. However, from time to time, free or paid promotional opportunities may be offered to Contributors.
Non-original content
3.8 Should the Contributor wish to submit content that is not their original creation, the Contributor may submit it to the Company separately from any Contribution, identifying the complete details of its source and of any license or other restriction (including, but not limited to, related patents, trademarks, and license agreements) of which you are personally aware, and conspicuously marking the Contribution as "Submitted on behalf of a third-party: [named here]".
3.9 The Contributor agrees to notify the Company of any facts or circumstances you become aware that would make these representations inaccurate.
Company's responsibilities
3.10 If your Contribution meets the quality criteria, ESG Audios will:
- Produce the Research Contribution content in audio format
- Make the audio available for consumer access via the curated Platform;
- Create a badge with a direct link to the audio for use on your website;
- Include portions of the audio content in relevant collated feature reports showing trends and new releases;
- Create a summary document for subscribers to preview the information in the audio content;
- Use snippets of content in marketing and promotion material to increase the reach of the Contribution Content.
Costs
3.11 The Contributor will incur no costs towards the Company's production and distribution of the Research Contribution.
Payment
3.12 The Contributor will not be paid for the licence grant in clause 4 below.
3.13 The Company will provide a complimentary full-access subscription for the lead author.
3.14 Additional subscriptions may be granted at ESG Audios' discretion for multi-author Research Contributions to the curated Platform for as long as the content is hosted on the Platform.
3.15 In the case of organisational or corporate Contributors, additional subscriptions may be negotiated with the Company.
4. GRANT OF COPYRIGHT LICENSE.
The Contributor agrees:
4.1 Subject to the terms and conditions of this Agreement, the Contributor grants to the Company a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to record, reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute its research Contributions and such derivative works and represents it is legally entitled to grant the above license.
Ownership of audio recordings
4.2 For the avoidance of doubt, the Contributor agrees audio recordings created by the Company of research contributions remain the property of the Company.
4.3 The Contributor is not permitted to distribute the audio recordings on any other platform or use the audio recording for any other purpose unless express written permission has been granted by the Company for such use.
Permission from employer
4.4 If the Contributor's employer(s) has rights to intellectual property created by the Contributor, the Contributor confirms it has received permission from the employer to make Contributions on behalf of that employer and that the employer has waived such rights for your Contributions to the Company, or that your employer has executed a separate Corporate Contributor License Agreement (CLA) with the Company.
5. LIABILITY IS LIMITED
5.1 To the extent permitted by law, the Contributions are provided as is. ESG Audios disclaims all representations, warranties and conditions, either express, implied, statutory, by use of trade, course of dealing or otherwise, including any implied warranties of merchantability, non-infringement, title, satisfactory quality or fitness for a particular purpose.
5.2 ESG Audios does not warrant, endorse, guarantee, provide any conditions or representations, or assume any responsibility for any service or product advertised or offered by any third party through the curated Platform or with respect to any Linked Sites.
5.3 ESG Audios is not responsible for and accepts no liability for information uploaded, posted, transmitted or otherwise made available on the curated Platform by any person other than us.
5.4 ESG Audios will not be taken to have uploaded, posted, transmitted or otherwise made information available on the curated Platform simply by facilitating others to post, transmit or otherwise make information available.
5.5 ESG Audios does not endorse any opinion, advice or statement from anyone other than us.
5.6 The Contributor agrees that ESG Audios will not be liable for any loss or damage which you incur as a result of publication on the curated Platform, including, without limitation, damage caused by access delays, computer viruses, system failure or malfunction which may occur in its use of the curated Platform or Online Community including a hyperlink to or from third-party websites.
6. INDEMNITY
6.1 The Contributor shall indemnify, defend and hold harmless ESG, its affiliates, and their respective officers, directors, members, employees and agents from and against any claims, actions, suits or proceedings, as well as any claims, actions, damages, costs and expenses (including reasonable legal fees) arising out of or accruing from:
- Any misrepresentation or breach of the Contributor's representations and warranties contained in this Agreement; and
- Any non-compliance by the Contributor with any agreements or undertakings contained in or made under this
7. VARIATION OF TERMS
7.1 The Company may amend or vary the Agreement from time to time.
7.2 The Company will inform the Contributor of any changes to this Agreement.
7.3 Amendments or variations will only apply to Research Contributions submitted after such amendments or variations.
8. GOVERNING LAW
8.1 This Agreement shall be governed and construed by the laws of the state of South Australia. The exclusive venue for any action, arbitration or other proceeding based on or arising out of this Agreement shall be in South Australia.
By proceeding with your Research Contribution submission, you agree to the Terms of this Contributor Licence Agreement.
ESG Audios.
© ESG Audios 2023 All rights reserved.