These Important Legal Information and Terms of Membership (the “Membership Terms”) are provided to a news organization (“Publication” or “you”, as described in full below) for you to consider and accept if you wish to be a member of The Tiny News Collective (“TNC”), as set forth herein and as provided at www.tinynewsco.org (the “Website”). By accepting the Membership Terms, you agree to the terms, conditions, policies, and restrictions governing membership in TNC, including the Terms of Use of the Website and our Privacy Policy, which thus constitute a legal agreement between you and TNC (the “Agreement”). TNC may modify these Membership Terms with or without notice to you, and such modified Membership Terms shall be effective immediately upon posting. If you do not agree to abide by such modifications, you may terminate this Agreement as provided herein. Your continued participation as a TNC member following the posting of any modifications to the Membership Terms constitutes your acceptance of such modifications.
You must abide by any and all Membership Terms and policies as provided here and posted on the Website. You represent that you are legally able to accept these Membership Terms and affirm that you are of legal age to form a binding contract.
Membership Tiers. You may participate as a member of TNC according to the tiers of membership set forth below (“TNC Membership Tiers”). By subscribing to a TNC Membership Tier, you accept and agree to the Membership Terms. Changing your TNC Membership Tier will take at least 30 days to take effect; provided, however, that TNC may decline this change in our sole discretion by written notice to you.
Community Membership ($50/month per organization)
Community members publishing on their own tech stack are not eligible to receive technical support or the use of office hours for assistance with using the tools and tech stack they are working on outside of TNC’s tech stack. Technical support is available for questions about the TNC platform.Support for third-party platforms included in membership benefits are provided directly by those platforms as appropriate for the service.
Publisher Membership ($100/month per organization)
*TNC members receive access to Ghost Pro Creator Level plan at no charge until their publication reaches 10,000 subscribers or $1,000 in monthly recurring revenue through the site’s membership/subscription tiers. Upon meeting that threshold, members will pay standard Ghost rates in addition to the TNC Services Fee, as defined below.
Term of Agreement. This Agreement shall take effect as of the date that you select your Membership Tier and shall remain in effect until either you or we notify each other in writing that you or we wish to terminate the Agreement, such notice to take place at least sixty (60) days before such termination takes effect.
Services Fee. You agree that TNC will assess a monthly fee based on your Membership Tier as indicated above (the “Services Fee”). You agree to pay the Services Fee monthly via a subscription in the TNC member portal. TNC in its sole discretion may revise the Services Fee related to the Membership Tiers on an annual or annualized basis with written notice to you at least thirty (30) days before such revision takes effect.
Required Activities. You shall operate a news outlet to publish news and other public interest stories, in accordance with the values and policies of TNC, as set forth here (“TNC Policies”). You hereby agree and acknowledge that TNC in its sole discretion may revise the TNC Policies at any time and such revisions will constitute TNC Policies with which you shall comply as soon as reasonably practicable, and in any event within two (2) days after receipt of written notice from TNC of such revisions. If you cannot, or choose not to, comply with one or more of the TNC Policies, you must notify TNC of such circumstance promptly after determining it and in any event at least fifteen days (15) before you propose to cease such compliance. You hereby agree and acknowledge that not complying with one or more of the TNC Policies may result in termination of the Agreement.
Representations, Warranties, Covenants, and Acknowledgements. You and Owner(s) (as defined herein) hereby represent, warranty, covenant, and acknowledge to TNC the following:
Publicity. You agree not to make any publication or public announcement that refers to TNC without TNC’s prior approval. Prior to making any such publication or public announcement that refers to TNC, Publication shall provide the text of such communication or outreach material to TNC for TNC’s approval as to the form and manner of the proposed reference.
Program Material: Ownership and Use. With respect to any and all property developed or created by Publication in connection with its operations during the effectiveness of this Agreement (“Program Material”), Publication shall retain an exclusive right of ownership, including the entire right, title and interest to such Program Material unless otherwise agreed in writing or directed in any applicable grant or funding agreement. Publication shall not represent to any third party that TNC has rights to or is otherwise responsible for such Program Material. For the purposes of this paragraph, Program Material includes but is not limited to all tangible and intangible intellectual property, copyright rights, patent rights, trademark rights, trade secret rights, contract and licensing rights, and all other intellectual property rights as may now exist and/or hereafter come into existence and all applications therefor. The terms of this paragraph 18 shall survive the termination of this Agreement.
Indemnification. Publication shall, to the fullest extent permitted by law, defend, indemnify and hold harmless TNC, its officers, directors, trustees, employees and agents, from and against any and all claims, liabilities, damages, judgments, losses, costs and expenses (including attorneys' fees), directly, indirectly, wholly or partially arising from or in connection with (i) any act or omission of Publication, its officers, directors, trustees, members, employees, agents and representatives in carrying out its operations; (ii) Publication’s or Owner’s breach of any representation, warranty or covenant in this Agreement; and (iii) any third party claim relating to any act or omission, or any alleged act or omission, of Publication, its Owners, officers, directors, trustees, members, employees, agents or representatives, including (but not limited to) any claim of (a) infringement, misappropriation or violation of such third party’s intellectual property rights, privacy rights, or other rights, and (b) tortious conduct, including defamation. The terms of this paragraph 19 shall survive the termination of this Agreement.
Termination. Notwithstanding any other provision of this Agreement, TNC in its sole discretion may immediately terminate this Agreement for any of the following reasons:
a) Publication has engaged in activities that TNC reasonably deems might jeopardize its tax-exempt status or which might result in adverse tax consequences to TNC; or
b) Publication shall have failed to perform or observe any other material term, condition, or covenant of this Agreement.
The terms of paragraphs 4, 10, 11, 12, 15, 16, 17, 18, 19, 20, 21, 22, 23, and 24 of this Agreement shall survive termination of this Agreement.
Relationship of Parties. This Agreement shall not be deemed to create any relationship of employment, agency, partnership, or joint venture between Publication and TNC. You and TNC are independent contractors. This means that only this Agreement and applicable provisions of contract law govern the rights and obligations that you have with TNC. Publication is not authorized to make any binding commitments, either express or implied, to any party on behalf of TNC, and shall not make any representations to such effect. In addition, nothing in this Agreement shall be interpreted or construed to create any employer/employee relationship between TNC and any of Publication’s owner(s), representatives, employees, or volunteers.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such state, determined without regard to conflict of laws principles that would result in an application of the laws of a different state. Any dispute, claim, or controversy arising out of or relating to this Agreement, or its breach or validity, will be adjudicated only by the state or federal courts located in the State of New York. You and we hereby expressly consent to the personal jurisdiction of such court and hereby waive (1) any objection to the exclusive jurisdiction and venue of such court; and (2) any purported right or claim to bring a motion to transfer pursuant to 28 U.S.C. §§1404 or 1406, or any comparable provision of law including the doctrine of forum non conveniens.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way, and the invalid provision replaced by an enforceable provision most nearly approximating our mutual intent.
Miscellaneous. This Agreement shall supersede any prior oral or written understandings or communications between the parties and constitutes the entire agreement between you and TNC with respect to the subject matter hereof. Neither you or we are relying on any representations or warranties in connection with entry into this Agreement that are not expressly set forth herein. No waiver of any breach or default of any provision hereof shall be deemed to be a waiver of any preceding or subsequent breach or default. The headings of this Agreement are inserted for convenience of reference only and do not affect the construction or interpretation of this Agreement.
Selection of Membership Tier. Publication hereby selects a Membership Tier, either Community or Publisher, on the TNC membership portal and agrees to the Membership Terms.
Name of Publication:
Address of Publication:
State of Incorporation or Registration of Publication:
Type of Entity of Publication:
URL of Publication (if any):
Name of Representative of Publication:
Position of Representative of Publication:
Name(s) of Owner(s) of Publication (if any):
Contact Information of Owner(s) of Publication (if applicable