Contributor Content Release Agreement

This Contributor Content Release Agreement ("Agreement") is made between you (the "Contributor") and Virscend University, GetCertificate.Online LLC, AGE Network LLC, and USA Wahtai Educational Consulting Services Inc., American University of Applied Sciences (the "Organization"), including but not limited to their affiliated or partner organizations now or in the future. By submitting or having submitted content ("Content") to the Organization at any time and executing this Agreement via e-signature, you agree to the following terms, which apply to all past, present, and future submissions of Content. You irrevocably grant the Organization a perpetual, worldwide, royalty-free, non-exclusive, and sublicensable license to use, reproduce, modify, adapt, translate, create derivative works from, publicly perform, display, distribute, share, license, rent, or sell the Content in any media or format now known or later developed, for any purpose, including but not limited to educational, informational, commercial, or promotional use. This license includes the right to translate the Content using automated or AI-based tools, synchronize translated audio using lipsync or similar technology, combine or adapt the Content with other works, share the Content across public, private, paid, or free platforms, and sublicense the Content to any third party without further notice or approval. The Contributor acknowledges and consents to the Organization’s use of artificial intelligence, machine learning, or similar technologies to modify, enhance, or create derivative works from the Content, including but not limited to translation, audio synchronization, or synthetic media generation. The Contributor waives any claims related to such use, provided it aligns with the rights granted herein. You waive any right to seek injunctive or equitable relief related to the use or modification of the Content and retain the right to use the Content elsewhere, provided such use does not conflict with the rights granted herein. You acknowledge that your Content is submitted voluntarily without expectation of compensation and irrevocably waive all rights to payment, royalties, revenue share, or other remuneration, including any "bestseller" or "additional remuneration" rights in any jurisdiction, unless a separate written compensation agreement is executed. The rights granted extend to the Organization’s affiliates, subsidiaries, contractors, or partner organizations, including but not limited to Virscend University, GetCertificate.Online LLC, AGE Network LLC, and USA Wahtai Educational Consulting Services Inc., American University of Applied Sciences.

The Contributor warrants that the Content is original, does not infringe any third-party rights, and that the Contributor has secured all necessary permissions, licenses, and consents for any third-party materials, likenesses, or appearances in the Content, including compliance with applicable AI tool terms for AI-generated or AI-enhanced elements. To the maximum extent permitted by law, you waive and agree not to assert any moral rights or similar rights of attribution, integrity, disclosure, or withdrawal in any jurisdiction, and where such rights cannot be waived, you grant the Organization the right to exercise them on your behalf and consent to all uses of the Content that may otherwise infringe those rights. The Organization may credit you at its sole discretion but is under no obligation to do so, and you consent to the use of your name, likeness, image, voice, professional title, and biographical information as it appears in the Content, waiving any related claims. You agree not to disclose, misuse, or distribute any confidential or proprietary information obtained through collaboration with the Organization, including unpublished content, internal communications, platform data, or business strategies, but excluding information that is publicly available or required to be disclosed by law, and you acknowledge that submitted Content is not confidential, waiving any claims related to misappropriation of ideas or breach of confidentiality. This confidentiality obligation survives for five years following termination of this Agreement, and in the event of a breach, the Organization may seek injunctive relief and other remedies available under applicable law. The Contributor agrees to indemnify, defend, and hold harmless the Organization, its affiliates, and representatives from any claims, losses, damages, liabilities, costs, or expenses, including attorneys’ fees, arising from any breach of the Contributor’s representations or warranties, any claim that the Content infringes a third party’s rights, or any use of AI or third-party material without proper rights or licenses. This includes, but is not limited to, any lawsuits or legal actions brought against the Organization due to the Content recorded by the Contributor. To the maximum extent permitted by law, the Organization’s total liability under this Agreement shall not exceed $100, regardless of the cause of action, and the Organization shall not be liable for any indirect, incidental, consequential, or punitive damages, including lost profits or reputational harm.

This Agreement is governed exclusively by the laws of the State of Florida, U.S.A., without regard to conflict of law principles. Any disputes shall be resolved first through mediation with a neutral mediator. If mediation fails within 30 days, the matter shall proceed to binding arbitration under the rules of the American Arbitration Association in Miami, Florida, with the arbitration award being final, and each party waives any right to class or collective action, agreeing to resolve disputes solely on an individual basis. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida, for any legal action arising from this Agreement not subject to mediation or arbitration, and waive any objection based on forum non conveniens or similar doctrines. The Organization may assign or transfer its rights under this Agreement without notice or your consent. The Contributor may not assign, delegate, or transfer any rights or obligations under this Agreement without the Organization’s prior written consent, which may be withheld at its sole discretion. This Agreement is supplemental to any other signed agreement between you and the Organization, and in the event of a conflict, the more specific or subsequent agreement prevails. The Organization reserves the right to edit, adapt, combine, translate, or remove the Content at its sole discretion without notice. You agree to comply with all applicable local, national, and international laws, including export and data privacy laws in your jurisdiction, and warrant that submission of Content from outside the U.S. complies with such laws and that any e-signature used to execute this Agreement is legally valid in your jurisdiction. If the Content contains personal data, you confirm compliance with applicable data protection laws and have obtained all necessary consents. The Organization may terminate this Agreement with written notice if the Contributor materially breaches its terms, with all granted rights reverting to the Contributor except as necessary to wind down existing uses. The Contributor acknowledges that they cannot terminate this Agreement or withdraw their Content, and that the rights granted to the Organization are irrevocable and perpetual. The provisions related to grant of rights, waivers, indemnification, confidentiality, governing law, and international compliance shall survive termination, expiration, or withdrawal of Content. Neither party shall be liable for delays or failures in performance due to causes beyond their reasonable control, including but not limited to acts of God, war, terrorism, government actions, natural disasters, pandemics, cyberattacks, internet outages, or third-party service failures, provided the affected party notifies the other promptly. All notices under this Agreement shall be in writing and delivered via email, certified mail, or the e-signature platform’s messaging system to the addresses provided by each party.

This Agreement constitutes the full understanding between the Contributor and the Organization regarding the Content, and no oral or written statement outside this Agreement modifies its terms unless in writing and signed by both parties, including via e-signature. If any provision is found invalid or unenforceable, the remainder of the Agreement remains in full force. By executing this Agreement via e-signature, you affirm that you have read, understood, and accepted these terms, confirm you are at least 18 years old or have a parent or guardian’s e-signature if under 18, and are legally authorized to enter into this Agreement, waiving any conflicting claims now or in the future.