POSTPILE WRITER AGREEMENT

Version 1.1

PART 1: THE SHORT VERSION

This Part 1 summarizes the agreement in plain English. The actual terms are in Part 2, and if anything here differs from Part 2, Part 2 controls.

What Postpile is. Postpile makes personalized magazines. Each subscriber picks writers they already read, and we regularly assemble an issue from those writers’ recent public posts and deliver it to that subscriber as a digital file, and in print as we expand. Every subscriber’s issue is different.

What you’re agreeing to. You’re giving us permission to include your public posts in our subscribers’ issues, in digital and print form, and to show your name and publication so subscribers can find and choose you. The permission is non-exclusive: you keep your copyright and can license your work to anyone else, for anything. Posts from the 90 days before you sign up and everything after are eligible, and you can choose to include your older archive too.

What it costs you. Nothing, and no ongoing work. You sign up once, and you’re never asked to submit, approve, or keep track of anything.

What you get. Three things:

• A fixed payment each time one of your pieces appears in a paying subscriber’s issue. Print appearances pay more than digital. Rates are set six months at a time (the first window is shorter and runs through December 31, 2026) and are the same for every writer. New subscribers’ free trial issues, complimentary issues, and our own copies don’t pay, but your name and subscribe link appear in all of them.

• Your name and publication on every piece, and a link to subscribe to you in every issue you appear in.

• A monthly statement showing which pieces appeared and what you earned.

What we won’t do. We won’t edit your words, post your work on the open web, sell your pieces individually, license them to anyone else, or use them to train AI. We use only posts that are free to read, never paywalled ones.

How to stop. Email us. To pull one piece, name it; to pull everything or end the agreement, say so. We act within five business days. Issues already delivered or in production can’t be recalled, and you’re paid for everything you’ve earned.

PART 2: TERMS

1. Parties and Acceptance. This Writer Agreement (this “Agreement”) is between Laria LLC, which operates the Postpile service (“Postpile,” “we,” “us,” or “our”), and the writer who accepts it (“you” or “your”). You accept this Agreement by checking the acceptance box and submitting the Postpile writer sign-up form, and it takes effect on the date you do so (the “Effective Date”). If your Publication (defined below) is owned by a company or another person, you confirm that you are authorized to accept this Agreement on the owner’s behalf, and “you” includes that owner. Laria LLC is a Delaware limited liability company that is converting to a North Carolina limited liability company under the same name. The converted company is the same company, so the conversion does not change the party to this Agreement, and this Agreement continues with it without any action by you.

2. License to Postpile.

   1. License. You grant Postpile a non-exclusive, worldwide, royalty-bearing license, for the term of this Agreement, to reproduce your Covered Work in Issues, in digital form (such as a PDF file delivered by email or download) and in print, and to distribute those Issues to Subscribers. “Covered Work” means posts you publish on the newsletters or blogs listed in Schedule A (each, a “Publication”) that are available to the public without a paid subscription when we select them and that were published (i) on or after the date that is 90 days before the Effective Date, or (ii) at any time, if you elect in Schedule A to include your archive. You may change your archive election at any time by email. A “Subscriber” is a person who subscribes to Postpile to receive Issues for personal use, and an “Issue” is a personalized magazine we assemble for one Subscriber.

   2. Production. The license includes the right to retrieve Covered Work from the feed or other source you identify in Schedule A or from files you provide to us, to make the copies needed to produce and deliver Issues, and to adjust layout, typography, and formatting to fit an Issue. We may use automated tools, including AI tools, to select and lay out Covered Work, and we may use service providers (such as printers, mail services, and hosting and email providers) to produce and deliver Issues on our behalf.

   3. Limits. Whatever else this Agreement says, we will not (i) edit, shorten, summarize, translate, or otherwise change the words of your Covered Work; (ii) post your Covered Work on the open web or otherwise make it publicly available outside an Issue, except as permitted by Section 3(b); (iii) sell any Covered Work separately from an Issue; (iv) license or sublicense your Covered Work to anyone else, other than service providers acting on our behalf; or (v) use your Covered Work to train, fine-tune, or improve any artificial intelligence model, or allow anyone else to do so.

   4. Subscriber terms. We will require Subscribers, under our subscriber terms, to use Issues only for their own personal, non-commercial reading and printing, and not to share, post, or sell them.

   5. Your rights. You keep your copyright and all other rights in your work, and nothing in this Agreement limits what you do with it, including licensing it to anyone else. All rights not expressly granted in this Agreement are reserved to you.

3. Your Name and Publication.

   1. Attribution. Every piece of your Covered Work in an Issue will carry your name and the name of your Publication, and every Issue in which you appear will include a link to subscribe to your Publication.

   2. Catalog and promotion. You permit us to use your name, the name and logo of your Publication, any photo and short bio you provide, and the titles of, and short excerpts of up to 50 words from, your Covered Work (i) to list you in our catalog of available writers and in writer recommendations to Subscribers and prospective Subscribers; (ii) on the covers and tables of contents of Issues; and (iii) to promote Postpile by showing which writers and pieces appear, or have appeared, in Issues.

   3. No endorsement. We will not state or imply that you endorse Postpile, its other writers, or any product or service, beyond the fact that your work appears in Postpile. Your work may appear in an Issue next to work by writers you did not choose, and that placement does not mean you endorse their work or that they endorse yours.

   4. Opting out. You may opt out of promotional use under Section 3(b)(iii) in Schedule A or at any time by email. We will stop new promotional uses within the action window in Schedule B (the “Action Window”), but we are not required to recall materials already distributed.

4. Images.

   1. Your election. If you elect in Schedule A to include images, you permit us to include images published with your Covered Work on the same terms as the text, and you confirm that, to your knowledge, you have the right to grant that permission. If you do not make that election, we will include an image only if we have confirmed that it is in the public domain.

   2. Same image only. We may use a higher-resolution copy of the same image that we have confirmed is in the public domain. We will never substitute a different image.

   3. Omitting images. We may leave out any image for any reason, in which case the piece runs as text only. You may change your image election at any time by email.

5. Selection, Exclusions, and Corrections.

   1. Selection. We decide which eligible Covered Work appears in which Issues. We will not ask you to approve selections, and we do not guarantee that any of your work will be selected or any number of Appearances (defined in Section 6(a)). A post becomes eligible once it has been published for the eligibility period in Schedule B, and each Issue is fixed on the issue lock date in Schedule B.

   2. Work that isn’t yours. We will try to screen out work that isn’t yours to license, such as guest posts, syndicated pieces, and excerpts first published elsewhere, and we will exclude any piece you tell us is not yours to license.

   3. Exclusions. You may tell us by email at any time to exclude a specific piece, a category of work, or all images, or to stop using all of your work. We will act on your request within the Action Window. A request we act on before an Issue’s lock date applies to that Issue; otherwise it applies to later Issues. Issues that are already locked, in production, or delivered when we act on a request are not affected. We will also remove an excluded piece from our catalog, website, and promotional materials within the Action Window.

   4. Corrections. Each Issue uses the version of a post that is available when we select it, and Issues already delivered are final. If you correct or retract a post, tell us, and we will use the updated version, or exclude the post, in later Issues. If you ask, we will also include a brief correction notice that you provide in the next Issue sent to each Subscriber who received the earlier version.

6. Payment.

   1. Rates. We will pay you for each Appearance at the rates in Schedule B. An “Appearance” is one piece of your Covered Work included in one Issue delivered to one Subscriber, so a piece included in 40 Subscribers’ Issues counts as 40 Appearances. Pieces in an Issue delivered free of charge, including a new Subscriber’s free trial Issues (no more than two per Subscriber), a complimentary Issue, or an Issue delivered to Postpile or its owners, are not Appearances and earn no payment, although Section 3(a) still applies to them. Digital and print Appearances may have different rates. What you earn does not depend on how many other writers appear, the length of an Issue, or our costs.

   2. Rate windows. Rates are set for six-month windows running January 1 through June 30 and July 1 through December 31, and are the same for every writer. The first rate window is shorter: it begins when Postpile first accepts writers under this Agreement and ends December 31, 2026, and its rates are those in Schedule B when you accept this Agreement. We will announce the rates for each window by email at least 30 days before it begins, and rates will not change during a window. If you do not want to continue at the new rates, you may terminate under Section 8 before the window begins.

   3. Statements. For each month in which you earn anything, we will send you a statement showing the rates, your Appearances by piece, and the total earned. We will keep accurate records and give you the underlying counts on request. If you believe a statement is wrong, tell us within 12 months after we send it, and we will review it with you in good faith.

   4. Payouts. Your earnings accrue until they reach the payout threshold in Schedule B, and we will pay them within 30 days after the end of the month in which they reach it. After the end of each calendar quarter, we will also pay any accrued balance below the threshold. We pay through Stripe or another payment processor we choose.

   5. Payment setup and taxes. We will send you a payment setup link the first time you have earnings; we do not need your payment or tax information before then. Before we can pay you, you must complete payment setup, including providing the tax information we request (such as IRS Form W-9 or W-8). You are responsible for your own taxes on amounts we pay you, and we may withhold taxes where the law requires. If you do not complete payment setup, we will hold your earnings and send you reminders, and earnings that remain unclaimed will be handled as required by applicable unclaimed property law.

7. Your Confirmations. You confirm that (a) you are at least 18 years old; (b) to your knowledge, the Covered Work we use under this Agreement (other than images, which are covered by Section 4, and pieces you tell us are not yours to license) is your original work, or you otherwise have the right to grant this license; and (c) accepting this Agreement does not violate any other agreement you have made. You are not making any other promises about your work, and you are not agreeing to indemnify Postpile.

8. Term and Termination.

   1. Term. This Agreement continues month to month until either party terminates it. Either party may terminate it at any time, for any reason, on 30 days’ notice. You can also stop all use of your work sooner by asking us to stop under Section 5(c), which takes effect within the Action Window.

   2. Termination by Postpile. We may also terminate this Agreement immediately on notice if you materially breach it or if we stop operating Postpile.

   3. Effect of termination. When this Agreement ends, we will stop including your work in new Issues and remove you from our catalog and promotional materials within the Action Window. Issues already locked, in production, or delivered are not affected, and we will pay all amounts you have earned on the normal schedule. Sections 2 (as to Issues already locked or delivered), 6 (as to amounts earned), 9, 11, and 12 survive termination.

9. Limitation of Liability. Neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, arising out of this Agreement. Except for amounts owed to you under Section 6, each party’s total liability to the other arising out of this Agreement is limited to the greater of $100 and the total amounts paid and payable to you under this Agreement during the 12 months before the claim arose.

10. Changes to this Agreement.

    1. Operational values. We may change the operational values in Schedule B on 30 days’ notice. Changes apply to all writers at the same time and never apply retroactively.

    2. Rates. Rates change only as described in Section 6(b).

    3. Other changes. We may otherwise update this Agreement on 30 days’ notice. Updates apply only going forward and never to Issues already locked or to amounts already earned. If you do not agree to an update, you may terminate this Agreement before it takes effect; if you continue after it takes effect, the updated Agreement applies. Except as described in this Section 10, this Agreement may be changed only in a writing accepted by both parties, including electronically.

11. Notices and Electronic Transactions. You agree to conduct this Agreement electronically, including accepting it electronically and receiving statements, notices, and other communications by email at the address in Schedule A, and you agree that your electronic acceptance has the same effect as a handwritten signature. Notices to us must be sent to writers@postpile.io. A notice is effective when sent, unless the sender learns that it was not delivered. Please keep your email address current. We keep a record of your acceptance, and you may request a copy of this Agreement as you accepted it at any time.

12. General.

    1. Assignment. We may assign this Agreement to a successor in a merger, acquisition, or sale of all or substantially all of Postpile’s business, on notice to you, and you may terminate this Agreement within 30 days after that notice. You may assign this Agreement to a successor owner of your Publication on notice to us. Otherwise, neither party may assign this Agreement without the other’s consent.

    2. Relationship. The parties are independent. This Agreement does not create a partnership, joint venture, agency, or employment relationship, and you are not required to promote or mention Postpile anywhere.

    3. Your Publication’s terms. As between you and us, this Agreement controls over any terms of use or other terms posted for your Publication.

    4. Governing law and venue. This Agreement is governed by the laws of North Carolina, without regard to its conflict of laws rules. Any lawsuit about this Agreement must be brought in the state courts located in Durham County, North Carolina, or the United States District Court for the Middle District of North Carolina, and each party consents to the jurisdiction of those courts.

    5. Entire agreement. This Agreement, including Schedules A and B, is the entire agreement between the parties about its subject matter. Part 1 is a summary only and does not change Part 2. If any provision is unenforceable, the rest of this Agreement remains in effect, and a party’s failure to enforce a provision is not a waiver.

SCHEDULE A

WRITER DETAILS

SCHEDULE B

RATES AND OPERATIONAL VALUES

Rates. Rates change only under Section 6(b).

An Issue delivered in print is a print Appearance for each piece in it. A digital copy of that same Issue sent to the same Subscriber is part of the same Appearance and is not paid separately.

Operational values. Operational values may change under Section 10(a).