July 6, 2016

This letter agreement (this “Agreement”) states the agreement between MissionBox, Inc., (“MissionBox”) and you (“Contributor”) with respect to the work(s) described in and attached to the MissionBox Philanthropic Fund grant application form.

  1. Background. MissionBox is engaged in expanding the audience for quality content for or otherwise relevant to nonprofit organizations among individuals and organizations engaged in nonprofit and philanthropic activity. MissionBox does this through its website, www.missionbox.com (the “MissionBox Website”). Toward that end, MissionBox aggregates and curates existing online content, creates adaptations of such content, and creates other content (including but not limited to material that may feature information about the individual and organizational contributors of content to the MissionBox Website). Contributor is the author of works of the kind MissionBox desires to feature on the MissionBox Website, and owns the copyrights to and/or holds licenses to such content with the right to grant sublicenses to use such content. Subject to the terms of this Agreement, MissionBox desires to make such works authored by Contributor available to users of the MissionBox Website and Contributor is willing to make such works available to users of the MissionBox Website.
  2. Works Subject to this Agreement. The works subject to this agreement are all works of authorship that (a) Contributor has authored (each such work a “Work” and, collectively, the “Works”).
  3. Grant of Rights.
    • Contributor hereby grants to MissionBox a perpetual, irrevocable, non-exclusive, freely transferable and sublicensable (except as otherwise expressly limited below), fully paid-up and royalty-free right and license, without geographic restriction, to Use (as defined below) any one or more of the Works, including all copyrights and other intellectual property rights therein, and all renewals and extensions thereof, in all formats and media, whether now known and existing or hereafter discovered or developed, that are applicable to Use on the MissionBox Website (the “License”). To “Use” a Work (and with correlative meaning, “Use” of the Works) means, in whole or in part (i) to translate, modify, edit, compile, combine with other materials, include in collective works and create derivative works of, the Work (collectively, to “Adapt” (and with correlative meanings, “Adapted” and “Adaptation”); (ii) to reproduce, link to, host, perform (publicly or otherwise), display (publicly or otherwise), transmit or otherwise distribute the Work in the form authored by the Contributor or in other form furnished by Contributor to MissionBox, or in the form of an Adaptation of the Work, by means of the MissionBox Website, emails, or promotional materials used for promotion of the MissionBox Website or related MissionBox services; (iii) to make such physical copies and extracts of the Work or any part of it as may be appropriate or necessary to enable MissionBox to engage in the activities described in subparts (i) or (ii) above.
    • Contributor hereby grants to MissionBox the right to use Contributor’s name, image, likeness and biographical and professional information (or appropriate analogs to such information if Contributor is an organization, not an individual), including information Contributor provides to MissionBox and any other information about Contributor that is publicly available or provided by Contributor from time to time, in connection with the Works and any Adaptations, including to advertise and promote the same or any product or service that features or includes at least one of the Works or an Adaptation of at least one of the Works, in whole or in part.
    • On each copy of a Work or Adaptation made, reproduced, performed, displayed, transmitted, or otherwise distributed by MissionBox, MissionBox shall include a source attribution to Contributor with respect to the Work (or to the Work underlying the Adaptation, as appropriate).
    • In exercising its right and license pursuant to Section 3(a) above, MissionBox may license individual users of the MissionBox Website to download and store copies of the Works, in their original form or in the form Adapted by MissionBox, for the individual user’s own internal use but not for further reproduction, performance, display, transmission, other distribution, or Adaptation.
    • Subject to the provisions of this Agreement, MissionBox may Use all, or any, or none of the Works and Adaptations, for as long as MissionBox deems appropriate, at MissionBox’s sole discretion.
  4. Ownership. Contributor will own and retain all right, title and interest in and to the Works, subject to the license granted in Section 3. Licensee will own and retain all right, title and interest in and to all Adaptations of the Works made by, or by any third party for the benefit of, Licensee, subject to Contributor’s rights in the underlying Works.
  5. Interviews. If requested by MissionBox, Contributor (or if Contributor is an organization, an appropriate representative of Contributor) will make himself or herself available for an interview with MissionBox staff, at a mutually agreeable time and place. MissionBox will use the interview to create content for the MissionBox Website that will spotlight Contributor or Contributor’s representative or a topic of interest to the nonprofit community. MissionBox will not publish such content that identifies Contributor or Contributor’s representative without Contributor’s prior approval, nor will MissionBox have any obligation to publish any such content.
  6. Contributor Responsibilities. With respect to each Work, Contributor shall:
    • make a complete, true and accurate copy of the Work available in a manner reasonably agreed upon by MissionBox and Contributor on a timely basis;
    • before making the Work available to MissionBox, obtain from all persons who are, or whose property is, identified, depicted or otherwise referred to in the Work, such written and signed licenses, permissions, waivers and consents (collectively, “Permissions” and each, individually, a “Permission”), including those relating to publicity and privacy, as are or reasonably may be expected to be necessary for MissionBox to exercise its rights in the Work, including all intellectual property rights therein, without incurring any payment or other obligation to, or otherwise violating any right of, any such person; and
    • After delivery of the Work, provide MissionBox with a copy of each such fully-executed Permission, if applicable.
  7. Representations and Warranties. By making a Work available to MissionBox under this Agreement, Contributor hereby represents and warrants that:
    • the Work is Contributor’s sole and original creation, or that Contributor has the right and license to Use the Work with a scope at least as broad as that permitted by the License, and has the right and license to grant the License to MissionBox;
    • the Work is not libelous or otherwise defamatory;
    • the Work does not, and use thereof in accordance with the License will not, infringe or otherwise violate any right of any third party, including any copyright, trademark, patent, trade secret or other intellectual property right, or any right of publicity or privacy.
  8. Indemnification. Contributor shall indemnify, defend and hold harmless MissionBox and its Affiliates, and its and their respective officers, directors, employees, agents, affiliates, successors and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements arising from or relating to any breach by Contributor of its representations, warranties or other obligations hereunder.
  9. Relationship of the Parties.
    • Contributor and MissionBox are independent contractors with respect to one another. This Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between Contributor and MissionBox for any purpose. Neither Contributor nor MissionBox has any authority (and shall not hold itself out as having authority) to bind the other party. Neither Contributor nor MissionBox shall make any agreements or representations on behalf of the other party without the other party’s prior written consent.
    • Neither party is eligible under this Agreement to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by the other party to its employees.
    • MissionBox is not responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on Contributor’s behalf. Contributor is solely responsible for all such taxes or contributions, including penalties and interest.
  10. Term. This Agreement is effective as of the date of your signature and shall have an initial term of one year, renewed automatically at the end of each term for an additional one- year term unless either party gives the other party written notice (which may be given by email) of its intention not to renew this Agreement, given at least thirty days prior to expiration of the current term.
  11. Miscellaneous.
    • This Agreement is personal to Contributor. Contributor shall not assign or otherwise transfer any of its rights, or delegate, subcontract or otherwise transfer any of its obligations or performance, under this Agreement. Any purported assignment, delegation or transfer in violation of this Section 11(a) is void. MissionBox may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
    • This Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the city of Austin and County of Travis, Texas, in any legal suit, action or proceeding arising out of or related to this Agreement or any of the Works.
    • This Agreement constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter. It may be amended only by written agreement of both parties, signed by their duly authorized representatives.