Expert Agreement

Remark, Inc. (“Remark” or “we”) appreciates your contributions of expert analysis, commentary and insights (“Insights”) to facilitate the sharing of high-quality, expert-driven reporting, analysis, and commentary on current events and trends across various industries. 

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BY CLICKING TO BOX TO “ACCEPT” THIS AGREEMENT, YOU ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS REMARK EXPERT AGREEMENT (“AGREEMENT”) WITH REMARK. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK “CANCEL”.  THIS AGREEMENT INCORPORATES BY REFERENCE THE REMARK PRIVACY POLICY POSTED HERE.

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  1.  DEFINITIONS.
    1. “Biographical Information” your name, likeness, professional title, qualifications, and any biographical information you provide or make publicly available.
    2. “Expert Contributions” means all photos, videos, text, sound recordings and other content and information (“Content”) provided by you or approved for us by you, including your Prior Contributions.
    3. “Prior Contributions” any Content authored by you, or representative of your Insights on a given topic, and which you authorize Remark to use as an Expert Contribution from time to time.  Such consent may be provided directly through the Remark Services or via email.
    4. “Remark Services” means the Remark website, applications and services made available by Remark from time to time.
  2. ACCOUNTS; CREDENTIALS. You may be required to sign up for an account, select a password and username, and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your user ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission. You confirm that all qualifications and credentials you have shared with Remark or made available to the public are valid. If there are any material changes to your qualifications or credentials, you agree to promptly notify Remark.
  3. EDITORIAL STANDARDS; RECORDING. You will comply with our Editorial Standards.  If your use of the Remark Services is prohibited by applicable laws, then you aren’t authorized to use the Remark Services. Without limiting the foregoing, you confirm that your Expert Contributions are original to you and that you have the necessary rights to contribute it without violating any laws or other obligations (including any confidentiality or fiduciary obligation) to any third party.  You hereby consent to our recording of your voice and transcription of such recorded Expert Contributions.  You agree that we shall not be liable for any errors in connection with the transmission of such Expert Contributions. 
  4. LICENSE GRANT. You hereby grant Remark a non-exclusive, worldwide, royalty-free license to use, modify, reproduce, perform, distribute, transmit, and create derivative works of your Expert Contributions in any medium or format. Expert Contributions may be processed, summarized, or integrated into machine learning models, with or without attribution. You acknowledge that Remark (a) may be unable to remove Expert Contributions once submitted, so this license will also be perpetual and irrevocable, and (b) will need to be able to transfer these rights to third parties (including, e.g. partners and successors) so this license is also transferable and sublicensable through multiple tiers. All Expert Contributions will be treated by Remark and its licensees as public, non-confidential information. 
  5. ATTRIBUTION. You acknowledge that your Expert Contributions may or may not be attributed to you, and that Remark and its licensees shall have no liability for a failure to attribute Expert Contributions to you.  For the purpose of the license grant in Section 4, the term “Expert Contributions” includes your Biographical Information.  Your Biographical Information may be used for the purposes of attribution, promotion, and marketing of your Expert Contributions and your affiliation with Remark. 
  6. PROPRIETARY RIGHTS. As between the parties, Remark owns all rights in and to the Remark Services, including (a) all ideas, concepts, inventions, systems, platforms, software, interfaces, tools, utilities, templates, forms, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies, implementations and information that are used by Remark in providing the Remark Services, and (b) all data and information created, received or processed by Remark in performing the Remark Services, or that result from performance of the Remark Services, excluding Expert Contributions (collectively, “Remark IP”). 
  7. SOFTWARE RESTRICTIONS. Except as expressly permitted in this Agreement, you shall not directly or indirectly (a) use any of Remark’s confidential information or Remark IP to create any service, software, documentation or data that is similar to any aspect of the Remark Services, (b) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code of the Remark IP, or the underlying ideas, algorithms or trade secrets therein, (c) encumber, sublicense, transfer, rent, lease, time-share or use the Remark Services in any service bureau arrangement or otherwise for the benefit of any third party, (d) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Remark Services, (e) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information you obtain or learn pursuant to this Agreement (or any direct product thereof) in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction or (f) permit any third party to engage in any of the foregoing proscribed acts.
  8. CONFIDENTIALITY. If Remark provides you with any confidential information about its business, customers, partners, finances, or operations, you agree to keep this information confidential and use it only as expressly permitted by Remark. You may not publicly disclose any affiliation with Remark without Remark’s prior written consent in each instance.
  9. TERMINATION.  You can stop contributing Expert Contributions at any time. We are also free to terminate (or suspend access to) your use of the Remark Services or your account for any reason in our discretion, including your breach of this Agreement.
  10. LIMITED WARRANTY.  You represent and warrant to Remark that you own all right, title and interest in and to the Expert Contributions, or that you have otherwise secured all necessary rights in the Expert Contributions as may be necessary to permit the access, use and distribution thereof as contemplated by this Agreement.
  11. DISCLAIMERS OF WARRANTY. 
    1. Expert Contributions. You acknowledge and agree that Remark is not responsible for, and shall have no liability in connection with, any inaccurate, misleading, defamatory, or otherwise harmful representation of you or Expert Contributions made or distributed by any third party. Remark does not control, monitor, or have any obligation to control or monitor, the use, distribution, or modification of Expert Contributions by third parties once it has been made available through the Remark Services. You are solely responsible for the accuracy and legality of Expert Contributions, and you may view and edit your Expert Contributions directly through the Remark Services at any time. Remark expressly disclaims any and all liability for any claims, demands, losses, damages, or expenses (including, without limitation, claims for defamation, infringement of rights, or reputational harm) arising out of or related to any third-party use, publication, or distribution of Expert Contributions.  Remark is under no obligation to use your Expert Contributions and shall have no liability to you for any direct or indirect damages except in cases of gross negligence or willful misconduct.
    2. Remark Services. THE REMARK SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. REMARK DOES NOT WARRANT THAT THE REMARK SERVICES WILL MEET YOUR REQUIREMENTS OR RESULT IN ANY OUTCOME, OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE.  TO THE FULLEST EXTENT PERMITTED BY LAW, REMARK HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE REMARK SERVICES INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.  
  12. LIMITATION OF LIABILITY. IN NO EVENT SHALL REMARK BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL OR (D) DAMAGES, IN THE AGGREGATE, IN EXCESS OF $100, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
  13. INDEMNIFICATION.  You hereby agree to indemnify and hold harmless Remark from any and all damages, liability, costs and expenses (including attorney’s fees) arising from claims related to your Expert Contributions and use of the Remark Services. 
  14. MISCELLANEOUS.  These terms do not create an employment, partnership, or agency relationship between you and Remark.  This Agreement is personal to you and you may not assign or transfer the Agreement to any third party without Remark’s prior written consent.  Remark may assign and transfer this Agreement in whole or in part.  This Agreement is the complete and exclusive agreement of the parties and supersedes and cancels all prior agreements relating to the subject matter of this Agreement, and there are no rights or licenses granted except as expressly set forth herein.  If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.  Remark may modify this Agreement at any time by providing you with notice of any such amendment, and your continued use of the Remark Services following your receipt of such notice will constitute your acceptance of the modification.  No waiver, alteration or modification of any of the provisions of this Agreement will be binding on Remark unless made in writing and physically signed by an authorized representative of Remark.  Remark reserves the right, at its sole discretion, to modify or replace the terms of this Agreement, in whole or in part, at any time.  Remark will use reasonable efforts to notify you through the Remark Services of any material change in advance of the effective date of any change.  In any case, you should periodically check this Agreement for changes.  Your continued use of the Remark Services and/or sharing of Expert Contributions constitutes your acceptance of those changes.  You agree to comply with all applicable export laws, restrictions and regulations in connection with your use of the Remark Services.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its conflicts of law provisions.  Unless waived by Remark in its sole discretion, exclusive jurisdiction and venue for actions related to this Agreement will be the state or federal courts located in New York, New York, and both parties consent to the jurisdiction of such courts with respect to any such action.  

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