The Marketplace Publishers Agreement
On Marketplace, you may obtain content from Helium by selecting among Helium’s existing content that would be of interest to you for use (“Stock Content”) or you may solicit writers to provide you with customized content based on writing assignments you provide (“Marketplace Content”). You may also obtain editorial services from Helium (“Marketplace Editorial Services”) or from the individual writer. Each writer who elects to participate in Marketplace has agreed to the terms and conditions set forth in the Marketplace Writers Agreement and Helium’s User Agreement. The terms of the Marketplace Writers Agreement and Helium’s User Agreement are incorporated herein fully by this reference.
By checking the box on the Helium Publisher Registration page you are representing that by posting assignments and purchasing content and/or services on Marketplace, you have consented to the following terms and conditions:
Stock Content and Marketplace Content
All content on the Helium website may be licensed by you as Stock Content. Alternatively, if you wish you may use Marketplace to solicit new content from Helium writers. When posting writing assignments on Marketplace, for each assignment, you agree to provide:
- Article Title
- Word Count
- Guidelines
- Article Fee
You also agree that Helium does not waive any rights to use similar or related article titles for purposes unrelated to you, the content you purchase on Marketplace or the services Helium provides to you through Marketplace.
You may find Stock Content at Helium you choose to license or, after posting new assignments on Marketplace, you may choose to license for the Marketplace Content written or provided in response to your assignment (both licensed Stock Content and licensed Marketplace Content referred to as the “Licensed Content”). Upon your election to purchase the license to use Helium content and conditional upon your full payment under and acceptance of the terms of this agreement , Helium will grant to you a worldwide license to use, reproduce, have reproduced, edit for length and/or clarity, publish and exploit the Licensed Content including an irrevocable, paid up, worldwide, transferable, license in perpetuity to copy, distribute, display, publicly perform, and create derivative works of the Licensed Content, including a license to redistribute, reproduce, republish, and to authorize republication, reproduction and syndication of all or part of the Licensed Content in print, in any microform media, in any database, or in any other media or form, now known or hereafter invented, including without limitation all forms of digital media. With respect to Stock Content, the license shall be non-exclusive with the writer and Helium each retaining rights to publish and otherwise use the Stock Content. With respect to Marketplace Content, the license shall be exclusive and only you will have the right to publish and use the licensed Marketplace Content. You may not sublicense, assign, transfer or otherwise grant to any third party any of your rights to the Stock Content except as otherwise permitted under the terms of this agreement. All rights of every kind and nature with respect to the Licensed Content that are not expressly granted to you under this agreement are expressly reserved by Helium. By participating in Marketplace, the writer has agreed not to resell or republish the Licensed Content as is in a personal blog, website, other online venue or in any other media. You may request at your own expense that the writer execute, acknowledge and deliver all such documents or agreements as may be reasonably necessary or desirable by you to obtain, maintain, protect or vest your right, title and interests in the Licensed Content.
Writers agree to respond to your reasonable queries, requests for fact-checking and customary rewriting at no extra charge. You have the right to edit, revise, and adapt the Licensed Content as you, in your sole discretion, deem appropriate for publication. You have the right to make all final judgments on headlines, editing, and visual treatment, including illustrations (if any) accompanying the Licensed Content but you are not obligated to publish the Licensed Content.
It is a requirement of the Helium license for Stock Content that you credit the writer in the byline, except that no such credit shall be required in the event that the writer’s name as listed at Helium does not appear to be a real person’s name or the true writer’s name, in Helium’s reasonable discretion. In the event that you have any questions regarding whether such exception applies to any particular Stock Content, you are encouraged to inquire at: partner@helium.com. A sample byline or tagline in a print publication is as follows: “By Kathy Lang.”
The Helium license for Marketplace Content gives you the right, but not the obligation, to include the writer’s byline with the Marketplace Content. We strongly suggests that you credit the writer in the byline; however, no byline credit will be given if the author’s name as listed at Helium does not appear to be a real person’s name or the true author’s name, according to Helium’s reasonable discretion.
You have the right to use the author’s name, likeness, identity, and biographical information in advertising and promotion materials, distributed by you as the publisher or any authorized syndicator, which relate in any way to the Licensed Content.
By submitting content to Helium and to you via Marketplace the writer warrants and represents that the content is their original expression and in no way violates any copyright or proprietary or contract or personal right of others and that the content contains nothing which invades the privacy of another or which is libelous, unlawful, or obscene, and that all recipes, formulas, or instructions contained in the content are not injurious to the user if used or followed as directed. The writer indemnifies and hold harmless you, your employees, directors, parent company and licensees from all liability, loss, and expense (including reasonable attorneys’ fees) arising out of any claim or demand alleging facts which, if true, would constitute a breach of these warranties or representations.
Editorial Solutions Available from Helium
In addition to licensing content through Helium, Helium may also provide you editorial services. Using Helium’s Editorial Solutions, you provide Helium with an article or content that you wish Helium to edit following your guidelines. Helium will provide editing services and provide to you an edited, final form article or content to you within ten (10) business days of the date of the submission of the article to Helium; provided, however if a longer time period is needed, Helium will notify you. Following the your review of the edited content, Helium will complete one additional round of editing on the same article or content at no extra charge. Use of Helium’s editorial services does not obligate you in any way to make the content available on Helium and the you retain all exclusive rights to the use of the content. Contact your Helium account representative for more information on Editorial Solutions.
Soliciting Writers From Helium
Conditional upon the payment of the Marketplace fees, you may directly contact, recruit or solicit writers who have provided Marketplace Content or Stock Content purchased by you through Marketplace. If you choose to hire one of these writers either as an employee or independent contractor, you agree to make a one-time payment to Helium equal to the lesser of (i) 25% of the amount paid by you to the Helium writer during the first year the Helium writer works directly for you; or (ii) $300.
This agreement is governed by the laws of the Commonwealth of Massachusetts and the intellectual property laws of the United States. You consent to the jurisdiction of the federal and state courts located in Boston, Massachusetts, without giving effect to any principles of conflicts of laws.
Payment Terms
Compensation due to Helium for services provided under this agreement is payable by credit card only. Payment is due (i) upon submission of the order form in the case of Editorial Services or Marketplace Content; or (ii) upon submission of the article request in the case of Stock Content services. The all such payments are non-refundable except as specifically provided in this agreement.
Representations and Warranties; Indemnities
Helium warrants only that it has the right to grant the license to you as described in this agreement. Helium makes no representation and warranty that the content licensed hereunder does not violate the rights of any third party. IN NO EVENT WILL YOU, HELIUM OR EACH OF OUR RESPECTIVE AFFILIATES, EMPLOYEES OR AGENTS BE LIABLE FOR LOSS OF PROFITS, BUSINESS, USE OR DATA, OR FOR INTERRUPTION OF BUSINESS, OR ANY OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE FORM OF ACTION, NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Helium’s aggregate liability to you will be limited to the amount of the consideration actually paid by you to Helium under this agreement during the six (6) month period preceding any claim. You warrant and represent to Helium that you have the right and power to enter into this Agreement, and to fully perform in accordance with all of the terms of this agreement and that you will comply with all applicable laws, rules and regulations in the performance of your obligations under this agreement.
We, Helium and you, each agree to indemnify and hold harmless each other and the each other’s officers, directors, employees, accountants, attorneys, agents, affiliates, subsidiaries, successors and assigns from and against any and all third party (a) claims, (b) damages, (c) liabilities, (d) costs and expenses, including reasonable attorneys fees (each a “Claim”), arising out of or related to any breach of any representation or warranty made by the indemnifying party under this agreement. These indemnities are conditioned upon: (a) prompt written notice by the indemnified party to the indemnifying party of any claim, action or demand for which indemnification is claimed; (b) the opportunity to have reasonable control of the defense by the indemnifying party, with counsel reasonably acceptable to the indemnified party, and settlement thereof by the indemnifying party; and© such reasonable cooperation by the indemnified party in the defense as the indemnifying party may request (at the indemnifying party’s expense), all provided, however, that failure to provide reasonable notice, control and/or cooperation shall not relieve the indemnification obligations hereof unless the party seeking to avoid such obligations can demonstrate material prejudice to the defense of such Claim caused thereby. The indemnifying party shall not, without the prior written consent of the indemnified party, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened claim without the prior consent of the indemnified party (such consent not to be unreasonably withheld or delayed).
