Newdle Creator Terms
Version 2.2
These Newdle Creator Terms (the "Terms") are the standing terms between Context Press, Inc., a Delaware public benefit corporation doing business as Newdle ("Newdle"), and the Creator identified in the Creator Agreement ("Creator"). Each admitted Creator signs a Creator Agreement that incorporates these Terms by reference, and together the signed Creator Agreement and these Terms form the Agreement for that Creator. Capitalized terms used but not defined in these Terms have the meaning given in the Creator Agreement. If the Creator Agreement conflicts with these Terms, the Creator Agreement controls.
If Creator is an entity, the individual named as Performer in the Creator Agreement will personally perform the services under these Terms on Creator's behalf, and references to Creator's accounts and channels mean the Performer's accounts and channels.
1. Term
The Agreement begins on the Effective Date set out in the Creator Agreement and continues for the number of months set out in the Creator Agreement (the "Term"), unless ended earlier under Section 12. Before the end of the Term, the parties will evaluate the partnership and may agree in writing to renew or extend it on the same or updated terms.
2. Creator Services
Creator will provide the services described in this Section 2 (the "Services"). All videos must comply with Section 5 (Disclosure), Section 6 (Content Standards), and Section 7 (Newdle Creator Guidelines). This Section 2 covers Newdle Watch videos only; a Creator who will also produce Promotional Videos does so under a separate Newdle Promotional Video Addendum.
2.1 Newdle Watch Videos. From time to time during the Term, Creator may create and submit a Newdle Watch video to Newdle for possible publication on its Newdle Watch surface. Creator may either create a new video or make an existing video available under a non-exclusive license, provided any existing video complies with Sections 6, 7, and 8. Newdle will review each submitted video and will notify Creator whether it is accepted. Accepting a video means Newdle runs it on Newdle Watch, and Newdle decides in its sole discretion whether to accept a video. Newdle will pay the applicable rate set out in the Creator Agreement for each Newdle Watch video Newdle accepts, as provided in Section 3.1. The fee is owed when Newdle accepts a video. No fee is owed for a video that Newdle does not accept.
2.2 Republication. Creator will post each Newdle Watch video to Newdle Watch before publishing it elsewhere. Once a video is live on Newdle Watch, Creator may publish it on Creator's own channels.
2.3 Demand Signal. From time to time, Newdle may communicate the topics, story assignments, or production capacity Newdle would like Creators to cover ("Demand Signal"), through the Newdle platform, a spreadsheet or similar list Newdle publishes to Creators, or other means Newdle designates. Demand Signal is informational only. It does not obligate Creator to produce any particular video, and responding to a Demand Signal does not by itself entitle Creator to acceptance, publication, or payment for the resulting video; each video remains subject to Newdle's acceptance decision under Section 2.1, and to Sections 6 and 7.
2.4 Feedback and Review. Creator may share feedback about Newdle's products, platform, and creator tools from time to time. Feedback is voluntary, and Newdle may use it without obligation or restriction. Newdle will review submitted Newdle Watch videos in the ordinary course; Newdle's review is limited to accuracy, sourcing standards, and compliance with the Newdle Creator Guidelines, and Creator otherwise retains full editorial control over Creator's content.
3. Payment
3.1 Per-Video Fees. Newdle will pay Creator for each Newdle Watch video Newdle accepts under Section 2.1. The fee for an accepted video is the amount set out in the Creator Agreement for (a) the importance tier Newdle assigns to the video and (b) whether the video falls within one of Creator’s Lanes (in-Lane) or not (general). Newdle assigns the importance tier in its editorial discretion, and a video Creator submits on Creator’s own initiative rather than in response to a specific Demand Signal is treated as the Regular tier. “Lanes” are the coverage areas assigned to Creator and listed in the Creator Agreement, which Newdle may update from time to time on notice to Creator. The fee is owed when Newdle accepts a video. Newdle is not obligated to accept any video Creator submits, and no fee is owed under this Section for a video Newdle does not accept. The Agreement does not obligate Newdle to request or accept any minimum number of videos in a given month.
3.2 Monthly Volume Cap. Newdle's total payment obligation to Creator for a calendar month, across all video types and including any amounts payable under a Promotional Video Addendum, will not exceed the Monthly Volume Cap set in the Creator Agreement. Once the cap is reached for a month, Newdle may decline to accept further Newdle Watch videos, or approve further Promotional Videos, for that month, and may instead do so, if Creator agrees, effective the following month.
3.3 Invoicing. Each month, Creator will send an invoice to [email protected], listing the videos submitted that month, the videos Newdle accepted that month, any amounts payable under a Promotional Video Addendum, and Newdle will pay within fifteen (15) days after receiving the invoice. Invoices may be sent electronically, and Newdle will pay by ACH or another standard method. Before the first payment, Creator will provide a completed IRS Form W-9, or Form W-8BEN if Creator is not a U.S. person. Newdle may ask Creator to onboard with and receive payments through a third-party contractor management platform, and Creator will complete that platform's reasonable onboarding requirements. In that case, invoicing and payment will run through the platform in place of the process above, and the payment amounts and timing in the Agreement remain unchanged.
4. Ownership and License
Creator retains ownership of all videos Creator creates under the Agreement.
For each Newdle Watch video Newdle accepts, Creator grants Newdle a non-exclusive, worldwide, royalty-free license to use, reproduce, display, and distribute the video on Newdle's websites, applications, and social media channels, and in Newdle's marketing materials, for the Term plus six (6) months (the "License Term"). After the License Term, Newdle may continue to host and display Newdle Watch videos already published on Newdle's platform, and this license continues for each such video until it is removed under this Section. Creator may request removal of any specific video at any time by written notice, and Newdle will remove it within ten (10) days after the request.
When Creator submits a Newdle Watch video, Creator grants Newdle a non-exclusive, worldwide, royalty-free license to reproduce and review the video solely to evaluate it for acceptance under Section 2.1. This evaluation license takes effect on submission and ends if Newdle declines the video. The broader license to use, display, and distribute the video, granted above, arises only if and when Newdle accepts the video.
5. Disclosure
If Creator posts content on Creator's own channels that promotes or endorses Newdle or its products, Creator will clearly and conspicuously disclose the paid partnership with Newdle, consistent with FTC guidance and the applicable platform's rules (for example, by using the platform's paid partnership tool and hashtags such as #ad or #sponsored). Republishing a Newdle Watch video that does not mention Newdle does not by itself require disclosure.
6. Content Standards
Videos created under the Agreement must not contain unlawful, defamatory, or infringing content; hate speech or harassment; explicit sexual content; the promotion of violence or illegal activity; or material misstatements presented as fact. Creator will comply with the applicable platform's terms of service and community guidelines, and with the Newdle Creator Guidelines described in Section 7. If a video violates this Section, Newdle may decline to accept or publish it, may remove it if already published, and may withhold or reclaim any fee attributable to that video under Section 3.1, until the violation is cured.
7. Newdle Creator Guidelines
7.1 Newdle maintains production guidelines for Creators covering matters such as format, style, sourcing, disclosure practices, and technical specifications for videos submitted under the Agreement (the "Newdle Creator Guidelines"). The version of the Newdle Creator Guidelines in effect as of the Effective Date is identified in the Creator Agreement.
7.2 Newdle may update the Newdle Creator Guidelines from time to time. Newdle will give Creator reasonable notice of a material update, through the Newdle platform, by email to Creator's notice email, or by posting the updated Newdle Creator Guidelines, and a material update will take effect no earlier than five (5) business days after that notice, except an update needed to comply with law or a platform's terms of service, which may take effect immediately.
7.3 Creator will produce videos consistent with the version of the Newdle Creator Guidelines in effect when Creator submits the video. An update to the Newdle Creator Guidelines does not apply to a video Newdle has already accepted, and does not excuse Newdle from paying for a video that complied with the Newdle Creator Guidelines in effect when Creator submitted it.
7.4 The Newdle Creator Guidelines govern production, format, and stylistic matters. They do not expand the substantive restrictions in Section 6, and if the Newdle Creator Guidelines conflict with Section 6 or the rest of the Agreement, the rest of the Agreement controls.
8. Representations
Each party represents that it has the full right and authority to enter into the Agreement. Creator further represents that each video will be Creator's original work or properly licensed, will not infringe or misappropriate any third party's rights (including rights in any music, footage, or other third-party content in the video), and will comply with applicable law.
9. Indemnity
Creator will indemnify and defend Newdle against third-party claims arising from Creator's breach of the representations in Section 8, and Newdle will indemnify and defend Creator against third-party claims arising from Newdle's use of a video outside the license granted in Section 4. Each party's total liability under this Section is capped at the greater of (a) the fees paid or payable under the Agreement and (b) $20,000.
10. Independent Contractor
Creator is an independent contractor, not an employee, agent, or partner of Newdle. Creator is responsible for Creator's own taxes, including self-employment taxes, and Newdle will not withhold taxes or provide employee benefits. Neither party may bind the other. Creator retains full editorial control over Creator's own channels.
11. Confidentiality
Each party will keep confidential the non-public business, technical, financial, and product information it learns from the other under the Agreement, will use that information only to perform the Agreement, and will protect it with reasonable care. These obligations do not apply to information that is or becomes public through no fault of the receiving party, that the receiving party already knew, or that it independently develops. A party may disclose confidential information if required by law, with prior notice to the other party where lawful. The financial terms of the Agreement are the confidential information of both parties, as is any Demand Signal Newdle shares with Creator, including any spreadsheet or list Newdle publishes, unless Newdle indicates otherwise.
12. Termination
Either party may end the Agreement if the other materially breaches it and does not cure the breach within ten (10) days after written notice. Newdle may also end the Agreement (a) for convenience on fifteen (15) days' written notice, or (b) immediately on written notice if Creator engages in conduct, on or off Newdle's platform, that Newdle reasonably determines is likely to materially harm Newdle's reputation or brand.
On any termination, Newdle will pay Creator for all Newdle Watch videos Newdle has accepted before the effective date of termination, at the applicable rate set out in the Creator Agreement. Newdle owes no fee for a video it has not accepted as of that date. Sections 4, 8, 9, 10, 11, 13, and 14 survive termination.
13. Notices
Notices under the Agreement must be in writing and sent by email, to Newdle at [email protected] and to Creator at the notice email set out in the Creator Agreement, or to another email address a party designates in writing. A notice is effective when sent, absent a bounce or error message.
14. General
The Agreement is governed by the laws of the State of Washington, without regard to its conflict of laws rules, and any dispute will be resolved in the state or federal courts located in King County, Washington. The Agreement is the entire agreement between the parties about its subject and replaces all prior discussions. It may be amended only in a writing signed by both parties. Creator may not assign the Agreement without Newdle's written consent; Newdle may assign it to an affiliate or in connection with a merger, acquisition, or sale of assets. If any provision is unenforceable, the rest of the Agreement remains in effect. The Agreement may be signed in counterparts, including electronically.
End of Newdle Creator Terms.
Newdle is a product of Context Press, Inc.