Terms and Conditions
1. Grant of Rights
Contributor grants Aprio a worldwide, perpetual, nonexclusive, royalty-free, fully paid, transferable, and sublicensable license to create, capture, edit, adapt, translate, summarize, excerpt, reproduce, publish, distribute, publicly display and perform, transmit, repost, and otherwise use and exploit the Covered Materials, in whole or in part, alone or with other materials, in any Media, for Aprio’s marketing, promotional, advertising, public relations, editorial, educational, recruiting, and general business communications purposes. Aprio may identify Contributor by name and company and may include or omit attribution at its discretion. Aprio has no obligation to use the Covered Materials or to seek further approvals after execution. All materials Aprio creates that incorporate or derive from the Covered Materials are owned by Aprio, and Contributor may not publish or use such materials without Aprio’s prior written consent.
2. No Compensation; No Expectation of Confidentiality
Contributor acknowledges that the rights granted are provided without compensation, credit, or notice, and no ownership, approval right, or payment obligation is created beyond this Agreement. Covered Materials intended for publication are not confidential. This Agreement does not waive or override separate confidentiality obligations for nonpublic information; any nonpublic content must be expressly approved by Contributor in writing prior to release.
3. Representations and Warranties
Contributor represents and warrants that: (a) it has full authority to enter into this Agreement and grant the rights herein (if an entity, the signatory binds the entity and participating personnel); (b) it owns or controls all necessary rights, permissions, and consents in the Covered Materials, including third-party rights of privacy, publicity, copyright, trademark, trade secret, and other proprietary rights; (c) the Covered Materials and Aprio’s authorized uses will not infringe, misappropriate, or violate any third-party rights or law; and (d) Contributor’s testimonials, quotations, and statements are accurate, represent honest opinions and experiences at the time provided, and are not misleading.
4. Waiver and Release
To the fullest extent permitted by law, Contributor, on behalf of itself and its owners, officers, directors, employees, agents, successors, and assigns, irrevocably releases and will not sue Aprio and its parents, subsidiaries, affiliates, partners, officers, directors, employees, agents, contractors, service providers, licensees, successors, and assigns (the “Released Parties”) for any claims, demands, causes of action, damages, or liabilities arising out of or related to the creation, editing, adaptation, reproduction, distribution, public display or performance, or other use or exploitation of the Covered Materials by the Released Parties in accordance with this Agreement, including claims for violation of rights of publicity or privacy, defamation, false light, or moral rights.
5. Indemnification
Contributor will defend, indemnify, and hold harmless the Released Parties from and against any third-party claims, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) Contributor’s breach of this Agreement; (b) allegations that the Covered Materials or Aprio’s authorized use infringes, misappropriates, or violates third-party rights or law; or (c) failure to obtain required permissions or consents from third parties (including personnel, contractors, or guardians of minors).
6. Editorial Discretion; Acknowledgments
Aprio has sole editorial discretion over whether and how to use Covered Materials and may edit, adapt, crop, caption, juxtapose, or otherwise modify them, provided Contributor’s statements used as testimonials or quotes are not materially misrepresented. Contributor may request reasonable factual clarifications for accuracy prior to initial publication of written testimonials or case studies directly attributed to Contributor; Aprio retains final editorial control. Contributor understands that once materials are published, Aprio cannot fully control reposting, archiving, indexing, or reuse by third parties or search engines, and removals may be impracticable.
7. Intellectual Property; Revocability
Confidential – Aprio Restricted to Named Users
Except for the license expressly granted to Aprio, no ownership rights are transferred. As between the Parties, Aprio owns all rights in materials it creates that incorporate or derive from the Covered Materials, subject to Contributor’s ownership of its preexisting materials and marks. This Agreement is perpetual and irrevocable with respect to Covered Materials provided or approved before any attempted revocation; Aprio is not obligated to remove or recall distributed materials.
8. Dispute Resolution; Governing Law; Venue
The Parties agree to discuss disputes in good faith and may submit controversies to good-faith mediation, with each Party bearing its own costs and sharing mediator fees equally, and with mediation treated as a confidential settlement discussion. This Agreement is governed by the laws of the State of Georgia, without regard to conflict of law principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Fulton County, Georgia, and waive objections including forum non conveniens.
9. Limitation of Liability; Class Action Waiver; Time Limit
The Parties agree to bring disputes only on an individual basis and not as a class, collective, or representative action; if a final judicial determination finds the class action waiver invalid, any such class action must proceed in a civil court, and the prevailing party may not recover attorneys’ fees or costs associated with the class or representative action. To the maximum extent permitted by law, the Released Parties will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, arising out of or related to this Agreement or the Covered Materials, even if advised of the possibility. The Released Parties’ total aggregate liability for direct damages will not exceed $100, except where prohibited by law. Any claim must be commenced within one year of the conclusion of the engagement.
10. Relationship of the Parties
Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship. Neither Party may bind the other.
11. Miscellaneous
This Agreement constitutes the entire agreement regarding the subject matter and supersedes prior or contemporaneous understandings. Amendments and waivers must be in a signed writing. If any provision is held invalid or unenforceable, the remainder will remain in effect. Aprio may assign this Agreement to an affiliate or successor; Contributor may not assign without Aprio’s prior written consent. This Agreement may be executed in counterparts, including electronically, each an original and together one instrument. Headings are for convenience only. Formal notices must be in writing and delivered by recognized overnight courier or email with confirmation of receipt to the addresses provided or as updated by written notice. Aprio is the brand under which Aprio Advisory Group, LLC (and its subsidiaries) and Aprio, LLP provide professional services as an alternative practice structure in accordance with applicable professional standards; Aprio, LLP is a licensed independent CPA firm for attest services, while Aprio Advisory Group, LLC and subsidiaries provide tax and business consulting services. Contributor consents to Aprio Advisory Group, LLC sharing Confidential Information and Trade Secrets disclosed hereunder with Aprio, LLP and its employees in connection with this Agreement.