PostGrad Licensor Agreement

Version 1.1.0 -- Effective 2026-04-10

This Licensor Agreement ("Agreement") is between you ("Licensor", "you") and PostGrad ("PostGrad", "we", "us"). It governs the rights and obligations that apply when you contribute content (each item, a "Submission") to PostGrad for inclusion in PostGrad knowledge feeds delivered to subscribers via the Knowledge API and MCP server. By accepting this Agreement, you confirm you have read, understood, and agree to be bound by it.

1. Representations & Warranties

You represent and warrant that:

(a) you are the sole author of, or otherwise have all necessary rights, licenses, consents, and permissions to submit, each Submission;

(b) each Submission, and PostGrad's exercise of the rights granted in this Agreement, will not infringe any copyright, trademark, trade secret, patent, right of publicity, right of privacy, contractual right, or any other right of any third party;

(c) each Submission is original and does not constitute defamation, harassment, or hate speech, and does not contain personally identifiable information of any third party that you are not authorized to share;

(d) you have obtained any consents required from individuals whose voices, statements, or likenesses appear in any Submission, including any meeting participants in source recordings;

(e) no Submission contains material that is sexually explicit involving minors, violates export-control or sanctions laws, or violates any applicable law; and

(f) you have authority to enter into this Agreement on your own behalf or on behalf of any organization you represent.

2. License Grant

You grant PostGrad and its subscribers a perpetual, irrevocable (except as expressly set out in Section 8), worldwide, non-exclusive, royalty-bearing (subject to Section 3), sublicensable, transferable license to host, store, reproduce, modify, create derivative works from, transmit, publicly perform, publicly display, and otherwise exploit each Submission for any purpose related to operating, providing, marketing, or improving the PostGrad service, including but not limited to: delivering Submissions to AI agents and end users; extracting structured data from Submissions; combining extracted data with content from other licensors; and using Submissions and derivative data to train, fine-tune, evaluate, or improve machine learning models operated by or on behalf of PostGrad. PostGrad may identify you as a contributor or, at your request, keep your contribution anonymous.

3. Revenue Share & Payouts

PostGrad will pay you a share of revenue attributable to your Submissions in accordance with the revenue-share schedule published in your dashboard at the time each Submission is accepted ("Applicable Rate"). The Applicable Rate for a given Submission is locked at the time of that Submission's acceptance and will not be reduced retroactively. PostGrad may change the revenue-share schedule for future Submissions upon thirty (30) days' prior written notice (via email or in-app notification).

Payouts are made to the payment account you designate, on a monthly cadence, subject to a minimum payout threshold published in your dashboard.

PostGrad may withhold payouts pending resolution of any takedown notice, dispute, or compliance review, provided that PostGrad notifies you in writing within five (5) business days of initiating any hold and uses commercially reasonable efforts to resolve the matter within sixty (60) days. If resolution is not achieved within sixty (60) days, PostGrad will either release the withheld amount or provide you with a written explanation of the continued hold and an estimated timeline for resolution.

You are responsible for any taxes owed on amounts paid to you and for providing accurate tax-reporting information (including IRS Form W-9 or W-8BEN, as applicable).

4. Content Standards

You agree that no Submission will contain: (a) personally identifiable information ("PII") of any individual that you are not authorized to share; (b) protected health information; (c) payment card data; (d) login credentials or secrets; (e) sexually explicit material involving minors ("CSAM"), which is strictly prohibited; (f) content that incites violence or constitutes harassment; or (g) content that infringes any third party's rights. PostGrad operates a text-only safety pipeline and may automatically scan, redact, or reject Submissions that violate these standards. Automated scanning does not relieve you of your obligations under this Section or Section 1.

5. Takedown Cooperation

You agree to cooperate promptly with any takedown request, copyright notice, or legal demand we receive concerning your Submissions. You will respond to PostGrad inquiries about disputed Submissions within seven (7) days. If you fail to respond within seven (7) days, PostGrad may, at its sole discretion, remove the disputed Submission and treat your non-response as an acknowledgment that PostGrad's action is reasonable. PostGrad may, at its sole discretion, remove or restrict access to any Submission at any time.

6. Indemnification

You will defend, indemnify, and hold harmless PostGrad, its affiliates, officers, employees, agents, and subscribers from any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) any breach of your representations or warranties; (b) any Submission you provide; (c) any allegation that a Submission infringes a third party's rights; or (d) your breach of this Agreement.

PostGrad will promptly notify you of any claim for which it seeks indemnification and will provide reasonable cooperation (at your expense) in the defense of such claim. You will have sole control of the defense and settlement of any indemnified claim, provided that you may not settle any claim in a manner that imposes obligations on PostGrad or admits liability on PostGrad's behalf without PostGrad's prior written consent.

7. Three-Strike DMCA Suspension

PostGrad maintains a repeat-infringer policy. If three (3) unrebutted DMCA takedown notices are received concerning your Submissions within any rolling twelve (12) month period, PostGrad will suspend your licensor account, terminate the licenses you have granted with respect to subsequent Submissions, and may terminate this Agreement. A counter-notice that is timely, complete, and not withdrawn rebuts the corresponding strike. PostGrad reserves the right to terminate this Agreement immediately for even a single instance of willful or egregious infringement.

8. Term & Termination

This Agreement begins on the date you accept it and continues until terminated. Either party may terminate for convenience on thirty (30) days' written notice. PostGrad may terminate immediately for material breach, suspected illegal activity, or repeat infringement.

Upon termination, the licenses granted in Section 2 with respect to Submissions made before the effective date of termination will survive solely to the extent necessary for PostGrad and its existing subscribers to continue using, serving, and maintaining access to those prior Submissions and any derivative works created before the effective date of termination. No new derivative works may be created from your Submissions after the effective date of termination. Revenue share obligations under Section 3 survive termination and continue for as long as PostGrad generates revenue attributable to your pre-termination Submissions.

9. Warranty Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 1, THE POSTGRAD SERVICE IS PROVIDED TO YOU "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, POSTGRAD'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS. IN NO EVENT WILL POSTGRAD BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF POSTGRAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Delaware, USA, without regard to conflict-of-law principles. Any dispute arising out of or relating to this Agreement will be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules, in Wilmington, Delaware. Each party waives any right to participate in a class action or class-wide arbitration. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights.

12. Force Majeure

Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemics, government action, natural disaster, fire, flood, labor disputes, infrastructure failures, or interruption of payment processing systems, provided that the affected party promptly notifies the other party and uses commercially reasonable efforts to mitigate the impact.

13. Assignment

You may not assign or transfer this Agreement or any rights or obligations under it without PostGrad's prior written consent. PostGrad may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets without your consent. Any purported assignment in violation of this Section is void.

14. Entire Agreement; Waiver

This Agreement, together with the PostGrad Terms of Service, Privacy Policy, and Data Processing Addendum, constitutes the entire agreement between you and PostGrad with respect to the subject matter hereof and supersedes all prior agreements and understandings. No waiver of any provision will be effective unless in writing and signed by the waiving party. A party's failure to enforce any right under this Agreement does not constitute a waiver of that right.

15. Severability

If any provision of this Agreement is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will continue in full force and effect.

16. ESIGN Consent

By checking the "I agree" box, typing your legal name, and clicking submit, you consent to conduct this transaction by electronic means under the U.S. Electronic Signatures in Global and National Commerce Act ("ESIGN") and any applicable state equivalent. You confirm that you can access and retain electronic records (including this Agreement in HTML form) and that your typed name constitutes your legally binding electronic signature with the same force and effect as a handwritten signature. You may withdraw electronic consent only by closing your account; withdrawal does not affect Submissions already made or licenses already granted.

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