Contributor Agreement
TOTAL TREECALL
CONTRIBUTOR AGREEMENT
Last Updated: May 30, 2025
Othram, Inc., a Delaware corporation (“our,” “us”, or “we”), provides certain services through our website Total Treecall, available at totaltreecall.com (“Total Treecall”). In connection with Total Treecall, we have established a program (the “Contributor Program”) where qualifying Total Treecall users may be tasked with building family trees (or parts of family trees) using publicly available records and providing us publicly available information (the “Contributed Information”). Subject to the terms and conditions of this Total Treecall Contributor Agreement (this “Agreement”), you may apply for participation in, and if approved by us, have the opportunity to participate in, the Contributor Program and provide Contributed Information. If you are so approved by us, you are a “Contributor.”
All Total Treecall users, including all Contributors, are subject to (1) our Global Terms of Use (the “Global Terms”) and (2) the Total Treecall Supplemental Terms of Use (the “Total Treecall Supplemental Terms”). The provisions of this Agreement are Supplemental Terms as defined in the Global Terms. To the extent you apply for or become a Contributor, you and we agree to be bound by this Agreement. Please read the entirety of the Global Terms, the Total Treecall Supplemental Terms, and this Agreement carefully before applying to be, or participating as, a Contributor.
1. Age Requirement. You must be 18 years of age old or older to participate in the Contributor Program.
2. Application. You may choose to apply for approval to the Contributor Program (an “Application”). We reserve the right to approve or reject your Application in our sole and absolute discretion, and you will have no legal recourse against us if we reject your Application.
3. Tasks.
3.1 Assignment. In your capacity as a Contributor, we may ask you to complete one or more tasks from time to time (each, a “Task”). At the time we ask you to complete a Task, we will inform you the fixed fee you are eligible to receive if you successfully complete the Task (the “Task Fee”). If you accept a Task, your acceptance of the Task constitutes your agreement to the Task Fee for such Task.
3.2 Approval. If you believe you have completed a Task, you will submit the Contributed Information for such Task to us for approval. We will review the Contributed Information for approval. You will not be entitled to a Task Fee for a Task unless and until we agree you have successfully completed a Task, as determined in our sole and absolute discretion.
3.3 Payment. If we agree you have successfully completed a Task, you will be paid the Task Fee for such Task promptly. Each Task Fee we pay to you will be made using the bank account information you submit to us as part of your Application or, if you update your bank account information with us through our official process(es), such updated bank account information (as updated, the “Bank Account Information”). You agree to receive all payments under this Agreement solely and exclusively using our chosen payment platform (which may change from time to time) using your Bank Account Information, and you agree to be responsible for any fees your banking institution may charge associated with such payments.
3.4 Resources. You are responsible for all resources (such as a computer, phone, Internet access, and search capabilities) required to perform the Tasks (the “Resources”). We do not believe you will need any special Resources (such as tools or subscriptions) to perform the Tasks, but we are not responsible for costs associated with any Resources (including special Resources) you use or acquire to perform the Tasks.
4. Contributed Information.
4.1 Contributor’s Obligations.
(a) You must obtain Contributed Information exclusively from public records.
(b) Contributed Information must not include any information derived from, or related to, any person’s deoxyribonucleic acid (“DNA”) or DNA profile.
(c) Contributed Information must not include any information constituting “protected health information” as defined in 45 C.F.R. 160.103 or “Consumer Health Data” as defined in our Consumer Health Data Supplemental Privacy Notice.
(d) You must obtain all legal rights to disclose Contributed Information to us, including by obtaining consent, where required.
(e) You are solely responsible for ensuring you obtain and disclose Contributed Information in compliance with all applicable laws.
(f) All Contributed Information must meet the relevant requirements set forth in Section 9 of the Global Terms.
(g) You shall not attempt to determine (i) why a Task has been assigned to you, (ii) for what purpose you are being asked to address a Task, or (iii) track or connect a Task to law enforcement or any law enforcement investigation, case, or event, and any such determination, speculation, or belief (whether real or perceived, whether apparent or the result of your efforts or deductions) associated with the foregoing are considered our Confidential Information (as defined below) and subject to Section 9 of this Agreement.
(h) If you are assigned multiple Tasks, you shall not aggregate (or attempt to aggregate) such Tasks for the purpose of making any determination, speculation, or belief (real or perceived) prohibited by, or described in, Section 1.1(g) of this Agreement.
(i) You shall not circumvent (or attempt to circumvent) Sections 1.1(g) or 1.1(h) of this Agreement.
4.2 Othram’s Rights.
(a) Othram may refuse receipt of, delete, or correct any Contributed Information at any time and for any reason.
(b) Othram has no obligation to return or make available to you any Contributed Information.
5. Term and Termination. The term of this Agreement begins upon your Application and will end when your Contributor account is terminated. Your participation in the Contributor Program may be suspended or terminated at any time by us for any suspected or actual fraudulent transactions, suspected fraud, or submission of false or fraudulent information. In addition to the foregoing, we reserve the right to terminate any Contributor account at any time for any violations of the Global Terms, the Total Treecall Supplemental Terms, this Agreement, or for no reason. Upon termination, you agree to discontinue use of all links, trademarks, and promotional materials in connection with the Contributor Program.
6. Intellectual Property. No license or other right of any kind is granted by us to you, except as expressly provided in the Global Terms, the Total Treecall Supplemental Terms, or this Agreement. You shall never use our copyrights, trademarks, trade names, or other intellectual property (collectively, the “Marks”) in any way (including on any website, social medial channel, email newsletter or other Internet media) without our prior, express, and written approval. Subject to this Agreement, if you are a Contributor (and only during such time as you maintain an active Contributor account), you may identify yourself as a user of Total Treecall but you shall not use our Marks in any such identification. We reserve the right, at any time and for any reason, in our sole and absolute discretion, to require (i) you to cease identifying yourself (either for instances or in entirety) as a user of Total Treecall or (ii) require you to remove or modify any instance (including any social media post) where you identify yourself as a user of Total Treecall.
7. FTC Guides. We believe in full, fair, and effective disclosures of material facts relating to your relationship with us in accordance with the Federal Trade Commission’s Guides Concerning Endorsements and Testimonials in Advertising. Contributor shall comply with the FTC Guides located at https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf
8. Confidentiality.
8.1 Confidential Information. In connection with this Agreement, Total Treecall, or the Contributor Program, each party may obtain nonpublic information from the other party that is confidential and proprietary in nature (“Confidential Information”). Such Confidential Information includes, but is not limited to, information relating to the Contributor Program, information regarding our current, future and proposed products, product designs, plans and roadmaps, prices and costs, trade secrets, patents, patent applications, development plans, ideas, samples, media, techniques, works of authorship, models, inventions, know-how, processes, algorithms, software schematics, code and source documents, data, formulas, financial information, procurement requirements, customer lists, suppliers, investors, employees, business and contractual relationships, sales and marketing plans, reasons for assigning Tasks, the nature of assigned Tasks, law enforcement related cases or purposes associated with Tasks, and any other information the receiving party knows or reasonably ought to know is confidential, proprietary, or trade secret information of the disclosing party. Confidential Information also includes all nonpublic information provided to the disclosing party by third parties.
8.2 Obligations. Each party agrees, notwithstanding the termination or expiration of this Agreement, to at all times hold all Confidential Information of the other party in strict confidence and trust and not use, reproduce, or disclose the Confidential Information of the other party to any person or entity except as specifically permitted in this Agreement. Each party may disclose Confidential Information of the other party only to those of such party’s employees, contractors, and advisors who have previously agreed to be bound by confidentiality obligations at least as restrictive as those set forth in this Agreement and who have a need to know such information for the purposes described in this Agreement.
8.3 Exclusions. The restrictions on use and disclosure of Confidential Information in Section 1.2 of this Agreement shall not apply to the extent the Confidential Information (i) is or becomes generally available to the public through no fault of the receiving party (or anyone acting on the receiving party’s behalf), (ii) was previously rightfully known to the receiving party free of any obligation to keep such information confidential, (iii) is subsequently disclosed to the receiving party by a third party who may rightfully transfer and disclose the information without restriction and free of any obligation to keep such information confidential, (iv) is independently developed by the receiving party or a third party without use of, or reference to, the disclosing party’s Confidential Information, or (v) is otherwise agreed upon by the parties not to be subject to the restrictions set forth in Section 1.2 of this Agreement.
8.4 Disclosures Required by Law. The receiving party may disclose Confidential Information of the disclosing party if required to do so as a matter of law, regulation, or court order, provided that (i) the receiving party shall use all reasonable efforts to provide the disclosing party with at least 10 days’ prior notice of such disclosure (further provided that such disclosure is not legally prohibited by law), (ii) the receiving party shall disclose only that portion of such Confidential Information that is legally required to be furnished, and (iii) the receiving party shall use reasonable efforts to seek from the party to which the information must be disclosed confidential treatment of the disclosed Confidential Information.
9. Indemnification. In addition to any indemnification obligations among the parties, you will indemnify, defend, and hold harmless (i) us, (ii) our affiliates, and (iii) our and our affiliates’ owners, parents, partners, shareholders, members, subsidiaries, managers, directors, officers, employees, contractors, agents, information providers, suppliers, agents, representatives, and attorneys from and against any and all claims, liabilities, damages, losses, costs, and expenses, including court costs and reasonable attorneys’ fees, resulting from, relating or attributable to, or arising out of, your breach of, or failure to comply with, any provision of this Agreement. In the event of any conflict between this provision and any indemnification provision in the Global Terms or Total Treecall Supplemental Terms, the provision according us the greatest indemnification rights shall control.
10. General.
10.1 Relationship of Parties. Each party acknowledges this is a business relationship based on the express provisions of this Agreement, and no partnership, joint venture, agency, fiduciary, or employment relationship is intended or created by this Agreement. Neither party is the legal representative or agent of, nor has the power or right to obligate, direct, or supervise the daily affairs of, the other party, and neither party shall act, represent, or hold such party out as such.
10.2 Assignment. You shall not assign or transfer this Agreement or any rights or obligations under this Agreement without our prior written consent. Any unauthorized assignment or transfer shall be void. Notwithstanding the foregoing, this Agreement binds and inures to the benefit of the parties and the parties’ respective permitted successors and permitted assigns.
10.3 Severability. If any provision or part of this Agreement becomes or is declared invalid, illegal, or unenforceable in any respect under any law, such provision or part shall be null and void and deemed deleted from this Agreement. The validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired.
10.4 No Waiver. Any waiver by a party is only valid against such party to the extent expressly set forth in writing. No waiver by either party of any right under this Agreement shall constitute a subsequent or continuing waiver of such right or any other rights under this Agreement.
10.5 Injunctive Relief. Any violation of any license granted under this Agreement, any violation of any confidentiality obligation, or any infringement or misappropriation of our intellectual property rights shall be deemed a material breach of this Agreement, for which we may not have adequate remedy in money or damages, and we shall be entitled to injunctive relief, in addition to (and not in lieu of) such further relief as may be granted by a court of competent jurisdiction, without the requirement of posting a bond or other security or providing an undertaking.
10.6 Force Majeure. Neither party shall be liable for any failure or delay in such party’s performance due to circumstances beyond such party’s reasonable control (including any act of terrorism, war (declared or not declared), sabotage, insurrection, riot, act of civil disobedience, act of any government, epidemic/pandemic, accident, fire, explosion, flood, storm, earthquake, volcanic eruption, nuclear event, act of God, labor dispute, failure or delay of shippers, or unavailability of components or equipment); provided that such party notifies the other party as soon as practicable and uses commercially reasonable efforts to resume performance.
10.7 No Third-Party Beneficiaries. Each party agrees (i) this Agreement is for the benefit of the parties and is not intended to confer any rights or benefits on any third party and (ii) there are no third-party beneficiaries as to this Agreement or any part or specific provision of this Agreement.
10.8 Conflicts. Except as otherwise set forth in this Agreement, in the event of a conflict between the terms this Agreement and the terms of either the Global Terms or Total Treecall Supplemental Terms, the terms of this Agreement shall control.
10.9 Construction. Section headings of this Agreement have been added solely for convenience of reference and shall have no effect upon construction or interpretation of this Agreement. Unless the context otherwise requires, words importing the singular shall include the plural and vice-versa. In the interpretation of this Agreement, (i) “including,” “include,” and “such as” do not denote or imply any limitation, (ii) “shall” or “will” indicate a requirement, (iii) “may” indicates permission, (iv) “or” has the inclusive meaning “and/or,” (v) “and/or” means “or” and is used for emphasis only, and (vi) references to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder.
10.10 Survival. This Section 10 and Sections 4.1(g), 4.1(h), 4.1(i), 6, 8. and 9. of this Agreement shall survive the expiration or termination of this Agreement..