Content Distribution Agreement

These terms and conditions govern the relationship between you (the Publisher) and us (Scriber). It records the terms on which the Publisher will publish and sell Publications to Subscribers and the role of Scriber as technology Domain only. It also details the Publisher’s obligations to each reader of its publications (the Subscriber). By using the Services, the Publisher agrees to be bound by these terms and conditions.

These Terms and Conditions also incorporate:

• The Privacy Policy;
• The Terms of Use;
• The Commercial Terms for Publishers; and
• The Content Rules.

Collectively (the agreement).

1. Definitions and interpretation

1.1 The following terms shall have the following meanings throughout this Agreement, unless the context requires otherwise:

"Business Day" means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;

"Commission" had the meaning given to it in clause 4.5, as is more particularly set out in the Commercial Terms for Publishers;

"Data Protection Legislation" means, to the extent applicable to this agreement and the relevant party (i) UK GDPR implementing Regulation (EU) 2016/679; (ii) the Privacy and Electronic Communications (EC Directive) Regulations 2003; (iii) the Data Protection Act 2018 (v) all other applicable laws and regulations relating to data protection and privacy, and (vi) all related statutory codes of practice and guidance issued by any relevant data protection authority;

"Domain" means https://scriber.to, and “sub-domain” means the sub-domain set up by the Publisher for their own Publications.

"Publication" means the original content periodically created by you and distributed to Subscribers via the Services (Publication shall refer to each individual publication and the series of publications);

"Publisher Data"; means any personal data of the Publisher that Scriber processes on behalf of the Publisher;

"Services" means the content distribution services provided by Scriber;

"Subscription Agreement" means the agreement between the Publisher and the Subscriber for access to the Publications which is governed by the Terms of Use;

"Subscription Payment" means the amount charged by you to Subscribers for Publications;

"Subscriber Data" means any personal data provided by a Subscriber to the Publisher that Scriber processes on behalf of the Publisher;

"Third-Party Payment Processor" means any payment collection service specified to be used by users of the Scriber Services; and

"VAT" means Value Added Tax.

1.2 Unless the context otherwise permits, the singular includes the plural and vice versa.

2. Services and grant of rights

2.1 The Publisher grants Scriber a non-exclusive, global, royalty-free, sub-licensable and fully paid-up licence to distribute the Publication to Subscribers during the Term.

2.2 Scriber shall periodically distribute the Publication by email to Subscribers via the email address created as part of the Publisher's account. Scriber will also host the Publication on the Publisher’s sub-domain.

2.3 Scriber shall be under no obligation to promote or market the Publication to Subscribers except to facilitate the distribution of the Publication in accordance with the Services. However, Scriber may, at its option, reproduce and distribute extracts of the Publication for the sole purpose of promoting the Publication to Subscribers and potential Subscribers (provided always that Scriber shall not reproduce in full any Publication to any non-Subscriber).

2.4 Scriber may promote the Publication alongside other publications from other Publishers other than the Publisher and the Publisher hereby grants Scriber permission to promote the Publication alongside other publications.

2.5 The Publisher acknowledges that in order to promote the Publication on behalf of the Publisher, Scriber may make use of the Publisher's persona including its name, nickname, image, likeness, signature, and other indicia that are inextricably connected with the Publishers image (together, image rights). The Publisher hereby authorises Scriber to use such image rights for the purposes of promoting, identifying, and advertising the Publication.

2.6 Nothing in this agreement shall be construed as an assignment or transfer of any of the rights contemplated in clauses 2.1-2.4 (inclusive).

2.7 In addition to the Services, scriber may provide other services from time to time including data analytics services enabling the Publisher to understand and grow their audience. A description of Scriber's services generally is available at https://scriber.to.

3. Publishers are Responsible for the Contents of Publications

3.1 In relation to the Publications the Publisher is the publisher and Scriber is the provider of technology. Scriber does not exercise any editorial control or moderation of the Publication and assumes no responsibility for its content. The Publisher sells Publications directly to his/her/its own Subscribers and uses the Services to distribute the Publication.

3.2 The Publisher will comply with and acknowledges and accepts that they are solely and exclusively responsible for compliance with the Content Rules.

3.3 Any claim or complaint from a Subscriber or any reader of the Publication is the responsibility of the Publisher including, without limitation, claims related to quality and suitability of the Publication as well as any other legal or contractual disputes which may arise in relation to the Publications such as copyright claims, claims related to data protection legislation, defamatory or otherwise illegal content, and online safety.

3.4 Scriber shall have no liability whatsoever for any losses (whether financial or otherwise), damages, liabilities, fines, sanctions, costs and expenses arising as a result of a third-party claim against the Publisher in relation to a Publication.

3.5 Scriber makes no representation or warranty that compliance with the Content Rules will protect the Publisher from third-party claims or constitute any valid grounds for defence.

3.6 The Terms of Use set out the Publisher’s obligations with respect to the Subscribers and the Publisher agrees to bound by the Terms of Use as they relate to the provision of the Publication to the Subscribers to the exclusion of any other contract, agreement, or arrangement with the Subscriber

4. Subscription Payments, Reporting and Commission

4.1 In respect of the Publications, payments are made from the Subscriber directly to the Publisher via Scriber's Third-Party Payment Processer.

4.2 Subscribers contract directly with the Publisher and subscribe to Publications using the Services via the sub-domain registered to the Publisher's account. When a Subscriber purchases a subscription from the sub-domain it, and the Publisher will be bound by the Terms of Use to form a Subscription Agreement.

4.3 Publisher may offer their newsletters for free and/or for a subscription fee payable by Subscribers.

4.4 Scriber shall be entitled to a Commission in respect of each Subscription Payment made by a Subscriber to the Publisher in respect of the Publications.

4.5 Subject to clause 4.6 below, the amount of Commission payable shall be a percentage of the Subscription Fee charged by the Publisher to the Subscriber. The Commission will be automatically deducted by our Third-Party Payment Processor who shall pay the Publisher the remaining Subscription Fee.

4.6 Full details relating to the Commission structure and payment terms are available in the Commercial Terms for Publishers as updated and amended from time to time by giving not less than 30 days' prior notice to the Publisher. The Publisher is not obliged to accept a change to the Commission structure, but any rejection of such change would result in the Publisher ceasing to have access to the Scriber Services. By continuing to use the Scriber Services after notice of a change to the Commission structure has been given, the Publisher will be deemed to have accepted such change.

4.7 Scriber reserves the right to withhold the Subscription Fee if:

• (a) Scriber believes the Publisher is in material breach of this agreement;
• (b) the Publisher has attempted or threatened to materially breach this agreement, or;
• (c) Scriber reasonably believes it is necessary to suspend the Publisher’s account to prevent a breach of this agreement or protect Subscribers, other Publishers in general or the integrity of the Service.

4.8 The Publisher shall not attempt to circumvent the Terms of Use, or this agreement or avoid paying any Commission by entering into any other contract, agreement, or arrangement with the Subscriber in relation to payment for the Publications.

4.9 The Publisher shall be responsible for charging and payment of any applicable taxes (including VAT) in relation to the Subscriptions.

4.10 The Publisher acknowledges and accepts that it may not accept payment in respect of Publications distributed via Scriber technology including by email and via the sub-domain except via the Third-Party Payment Processor (or direct invoice from Scriber) and accordingly the Publisher agrees to be bound by the Third-Party Payment Processor’s terms and conditions.

4.11 The Publisher shall, at the request of Scriber, promptly notify Scriber in writing of:

• (a) the number of live Subscription Agreements it has in place with Subscribers and the date it entered into each Subscription Agreement;
• (b) the amount of the payments paid for Publications under the Subscription Agreement; and
• (c) the dates on which payments for such Services have been paid,

no later than 3 Business Days after it receives such request.

5. Warranties and indemnity

Publisher warranties

5.1 The Publisher warrants that (in respect of each Publication):

• (a) the Publication is original, and it is the original creator of the Publication;
• (b) it has the right to publish the Publication under this agreement without the permission of any third party;
• (c) the Publication does not infringe the Intellectual Property Rights or any other rights of any third party
• (d) the Publisher is appropriately authorised to produce its Publication by any applicable regulator (if relevant);
• (e) the Publication is not intended to promote hate or incite violence, is not defamatory or otherwise in breach of any applicable law;
• (f) the Publication complies with the Content Rules; and
• (g) there is no claim or other legal action pending or threatened in respect of the Publication.

5.2 The Publisher indemnifies Scriber against any loss (including legal fees) that Scriber may suffer resulting from any claim against the Publisher as a result (whether direct or indirect) of the actions or omissions of the Publisher. Until such claim has been finally adjudicated or settled or withdrawn the Publisher, in its sole discretion, shall have the right to withhold a reasonable proportion of any and all monies becoming payable to the Publisher hereunder until the final adjudication or settlement or withdrawal of such claim.

Scriber warranties

5.3 Subject to clause 5.4, the Services are provided to the Publisher on an "as-is" basis and Scriber makes no representation or warranty that the Services will be uninterrupted, error-free or free from outages, malware or viruses.

5.4 Scriber shall provide the Services with reasonable care and skill. Any other warranty (whether express or implied) including but not limited to warranties relating to merchantability, fitness-for-purpose, and non-infringement is excluded to the fullest extent permitted by applicable law.

6. Termination and suspension

6.1 This agreement shall continue in force unless either party terminates it by closing the relevant Publisher account.

6.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of this agreement.

6.3 On termination of this agreement for any reason:

• (a) the Publishers access to the Services shall immediately terminate and Scriber shall cease to distribute Publications to Subscribers;
• (b) Scriber shall use its reasonable endeavours to ensure that the Publisher can recover a copy its own Publications, Publisher Data and Subscriber Data out of the Scriber system;
• (c) Scriber shall delete the Subscriber Data as soon as reasonably practicable following account closure by the Publisher (provided always that Scriber shall be entitled to retain anonymised data in order to improve the Services), and except where Scriber is required to retain a copy by law, court order or investigating agency, or where a dispute exists between Scriber and the Publisher;
• (d) Scriber may retain Publisher Data for up to 12 months to allow the Publisher to reinstate their account at some point in the future if they have previously chosen to close it; and
• (e) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

For the avoidance of doubt, Scriber shall be under no obligation to remove or delete any of the Publications already distributed via email prior to the date of termination. On account closure, Scriber will close the Publisher’s sub-domain and its content will cease to be accessible via Scriber by Subscribers. To the extent relevant the Publisher hereby grants Scriber a perpetual, non-exclusive, global, royalty-free, sub-licensable and fully paid-up right to be identified as the distributor of the Publications published during the Term of this agreement.

6.4 Scriber may suspend or restrict access to the Services (including ceasing to distribute Publications) at any time in its sole discretion if it reasonably believes that the Publisher is in breach of any of the terms of this agreement, including the Content Rules. Scriber may also remove any Publication which is made available on the Publisher’s sub-domain in its sole discretion. Scriber shall notify the Publisher of the suspension and/or removal as soon as reasonably practicable and give reasons for the suspension as well as any remediation measures the Publisher must take to reinstate their account. Scriber has no obligation to reinstate a suspended account and may instead terminate this agreement with immediate effect in which case the provisions of clause 6.3 above shall apply.

6.5 The Publisher understands, acknowledges and agrees that if the Publisher closes its account with Scriber (or Scriber finds it necessary to terminate Publisher’s access to the Services) part way through a subscription period for the Publisher’s paying Subscribers the Publisher remains solely liable to those Subscribers. Scriber will not provide a refund to Subscribers in such circumstances, and neither shall it be obliged to repay any Commission already taken in relation to the Publisher’s Publications for any partial Subscription period.

7. Data protection

7.1 Each party will at all times during the Term, comply with the Data Protection Legislation.

7.2 In this clause 7, the terms "data subject(s)", "personal data", "process" and "processor" shall have the meanings given in the GDPR (and shall include any other terms with equivalent meaning that may exist under the Data Protection Legislation).

7.3 The parties acknowledge that the Publisher is the controller of any Subscriber Data processed pursuant to this agreement and Scriber is the processor as set out in Schedule 1.

7.4 The Publisher shall ensure that its processing of Subscriber Data is permitted under applicable Data Protection Legislation and that any processing instructions (including any such instructions that are conveyed on behalf of the Subscriber) it issues to Scriber are in accordance with Data Protection Legislation.

7.5 In relation to all Subscriber Data provided or made available to Scriber by or on behalf of the Publisher, Scriber shall:

• (a) only process such Subscriber Data in accordance with this agreement and the Publisher's instructions issued from time to time through its account (including any instruction to rectify, delete, block, destroy or return any such Subscriber Data);
• (b) immediately inform the Publisher if, in Scriber's opinion, any instructions given to it by the Publisher in relation to the processing of such Subscriber Data under this agreement infringe any Data Protection Legislation;
• (c) implement and operate, and shall procure that any permitted sub-processor implements and operates, appropriate technical and organisational measures to ensure:
• (i) the protection of the rights of the relevant data subjects; and
• (ii) a level of security appropriate to the risks that are presented by any processing of such Subscriber Data, in particular protection from accidental loss or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Subscriber Data transmitted, stored or otherwise processed by Scriber pursuant to this agreement;
• (d) will not, without the prior written consent of the Publisher, transfer any such Subscriber Data to any country unless such country is recognised under the Data Protection Legislation from time to time as providing adequate protection for personal data, or adequate safeguards have first been put in place such as will enable each party to comply with the data transfer requirements of the Data Protection Legislation.
• (e) will take reasonable steps to ensure that only authorised personnel have access to any such Subscriber Data and that any persons whom it authorises to have access to the Subscriber Data are under obligations of confidentiality;
• (f) will notify the Publisher without undue delay of any (i) loss, damage or destruction of Subscriber Data, and (ii) any access, use, disclosure or other processing of Subscriber Data other than as expressly permitted under this agreement and provide assistance to the Publisher in respect of any such breach;
• (g) will provide such assistance as the Publisher reasonably requests (taking into account the nature of processing and the information available to Scriber) to the Publisher in relation to the Publisher's obligations under the Data Protection Legislation.
• (h) will make available to the Publisher information reasonably required by the Publisher to demonstrate Scriber's compliance with its obligations set out in this clause 7.5; and
• (i) as soon as reasonably practicable following termination of this agreement, Scriber will delete or return to the Publisher (at the Publisher's direction) such Subscriber Data.

7.6 The Publisher grants a general authorization to Scriber to appoint sub-processors. Scriber will ensure that any sub-processor it engages to provide the Software on its behalf in connection with this agreement does so only on the basis of a written contract which imposes on such sub-processor terms substantially no less protective of Subscriber Data than those imposed on Scriber in this agreement.

7.7 The Publisher shall indemnify Scriber against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation or this clause 7 by the Publisher. In relation to any such claim, the Publisher shall give Scriber full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and, at Scriber's option, sole authority to manage, defend and/or settle it.

8. Limitation of liability

8.1 The Publisher acknowledges that the Services have been developed for writers of newsletters in general and not to meet Publisher’s individual requirements and it is therefore the Publishers responsibility to ensure that the facilities and functions of the Services meet its requirements.

8.2 Subject to clause 8.3, Scriber shall not be liable for any indirect, consequential or special loss or for any loss of profit, loss of business or contracts, lost production or operation time, loss of or corruption to data, loss of goodwill or anticipated savings however arising (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise), whether or not such loss was foreseeable or if Scriber were advised of its possibility (and, for the purposes of this clause 8.2, the term "loss" includes a partial loss or reduction in value as well as a complete or total loss)

8.3 Nothing in this agreement shall limit or exclude either party's liability for:

• (a) death or personal injury resulting from our negligence;
• (b) fraud or fraudulent misrepresentation; or
• (c) any other liability that cannot be excluded or limited by English law.

9. The UK Platform to Business Regulations

9.1 Scriber may select Publishers and their Publication or parts thereof for promotion alone or with other Publications, including via social media channels.

9.2 Scriber may from time to time offer additional products and services to the Publisher to assist potential Subscribers to find its Publications more easily, which may include increased visibility to Subscribers and potential Subscribers via the Scriber Domain, including via a search function.

9.3 Any complaints relating to the UK’s Platform to Business Regulations should be directed to support@scriber.to.

10. Entire agreement

10.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

10.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this agreement.

11. Third party rights

No one other than a party to this agreement shall have any right to enforce any of its terms

12. Variation

Subject to clause 4.6, Scriber may vary this agreement at any time on written notice to the Publisher by email or through the Publisher’s Scriber account. If having been notified in advance of a change to this agreement, the Publisher continues to use the Services, the Publisher shall be deemed to have accepted such change.

13. Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

14. Disputes between the Publisher and the Subscriber

In the event of any dispute between the Subscriber and the Publisher related to payment or any other contractual or legal dispute (whether arising in contract, tort or breach of statutory duty) the Publisher acknowledges and accepts that Scriber shall have no liability in relation to any such dispute and shall be under no obligation to provide any support, assistance or defence on behalf of the Publisher.

15. Disputes between the Publisher and Scriber

15.1 This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

15.2 Each party irrevocably agrees that the courts of England and Wales shall have jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

SCHEDULE 1

Personal Data

For the purposes of clause 7, the parties set out below a description of the Customer Data being processed under this agreement.

1. Types of personal data

Personal details of the Publisher and the Subscriber including title, first name, last name, email address, other contact information, location data, delivery information, services provided, internet protocol address, usage and analytics data.

2. Duration of processing

Until the earliest of termination of this agreement in accordance with its terms or the date upon which processing is no longer necessary for the purposes of either party performing its respective obligations under this agreement (to the extent applicable).

3. Nature of processing

Collection, storage, distribution, compliance with legal obligations, duplication, reproducing, electronic viewing, deletion and destruction.

4. Purpose of processing

Performance of the Services including administration, support and management of business operations and improvements.

5. Categories of data subject

The Publisher and the Subscriber.