PLEASE READ CAREFULLY: THIS CONTRIBUTION AGREEMENT (“AGREEMENT”) IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU AND DIVORCEMAG.COM (“DIVORCE MAGAZINE”). BY CLICKING THE “ACCEPT” BUTTON ON THE “CREATE ACCOUNT” PAGE, YOU AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT.
1. Effective Date: “Effective Date” means the date on which you accept this Agreement by clicking the ‘Terms and Conditions” box on the “Create Account” page.
2. Contribution: ”Contribution” means the work of authorship contributed by you to DivorceMag.com in connection with this Agreement.
3. License: Subject to the terms and conditions of this Agreement, you grant DivorceMag.com an exclusive royalty-free worldwide license to edit and publish the Contribution on DivorceMag.com, in Divorce Magazine, and via syndication partnerships. You retain ownership and copyright of the original, pre-edited Contribution with the stipulation that you will not post the Contribution elsewhere online – with the exception of your own website or blog – for the duration of this Agreement. (See Section 10, “Term and Termination” for additional details.)
4. Attribution: In the event your Contribution is published, you will receive attribution in the form of a “byline.” The exact format and placing of the attribution is subject to DivorceMag.com’s discretion. A Blogger byline will link to a custom Blogger Profile Page. Writers will receive a short bio and link to their website at the end of their Article.
5. No Royalties: You acknowledge and agree that you are not entering into this Agreement with the expectation of any payment, and that you are entering into this Agreement solely in exchange for the benefits set for in Section 4 above.
6. Representations and Warranties: You represent and warrant that you are the original creator of the Contribution, and such Contribution will not infringe upon the proprietary or any other rights of any other party, including without limitation any intellectual property rights, rights of publicity, rights of personality, rights of privacy, rights to payments of royalties, or any other rights of third parties not specifically identified in this section. You will be solely responsible for the acquisition of any and all third party clearances, permissions and licenses which are necessary in connection with DivorceMag.com’s, its affiliates’ or parents’ exercise of any license granted hereunder, including, without limitation, with respect to the use of any copyrighted or trademarked materials and the use of any names, likenesses or biographical materials, and for the payment of any and all applicable fees and for any and all residuals, payments, fees or royalties, if any, payable under any collective bargaining agreement or otherwise.
7. DISCLAIMER: NONE OF DIVORCEMAG.COM, ITS AFFILIATES, PARENT COMPANIES, OR YOU MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY YOU HEREIN. DIVORCEMAG.COM, ITS AFFILIATES AND PARENTS, AND YOU EXPRESSLY DISCLAIM ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CONTRIBUTION AND ANY DIVORCEMAG.COM PRODUCTS AND SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. DIVORCEMAG.COM DOES NOT WARRANT THAT THE CONTRIBUTION WILL BE PUBLISHED.
8. LIMITATION OF LIABILITY: EXCEPT FOR YOUR INDEMNIFICATION OBLIGATIONS HEREIN, UNDER NO CIRCUMSTANCES WILL YOU, DIVORCEMAG.COM, OR ANY AFFILIATE OR PARENT COMPANY BE LIABLE TO ANOTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM THE AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. IN NO EVENT WILL DIVORCEMAG.COM OR ITS AFFILIATES’ OR PARENTS’ TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED $1,000. The parties agree that the foregoing represents a fair allocation of risk hereunder and that the foregoing limitations shall apply notwithstanding any failure of essential purpose.
9. Indemnification: You agree, at your own expense, to indemnify, defend and hold harmless DivorceMag.com, its affiliates and parent company and each of their respective officers, directors, employees, representatives, licensees and agents from and against and in respect of any and all claims, liabilities, allegations, suits, actions, investigations, judgments, deficiencies, settlements, inquiries, demands or other proceedings brought against DivorceMag.com, its affiliates or parent company or any of their respective officers, directors, employees, representatives, licensees or agents, including without limitation reasonable legal fees and expenses, relating to, based upon, incident to, arising from, or in connection with (a) your breach of any of your representations or warranties herein; (b) any claim or allegation that the Contribution infringes in any manner any Intellectual Property Right or any other right of any third party, is or contains any material or information that is obscene, defamatory, libelous, slanderous, or that violates any law or regulation, or violates any rights of any person or entity, including without limitation rights of publicity, privacy or personality, or has otherwise resulted in any consumer fraud, product liability, tort, deceptive trade practice, breach of contract, injury, damage or harm of any kind to any third party.
10. Term and Termination: The Agreement will become effective as of the Effective Date and will, unless sooner terminated as provided below, remain effective in perpetuity. Either party may terminate this Agreement for any reason upon 14 days’ written notice to the other party. Upon Termination, copyright for Contributions reverts to the Contributor; DivorceMag.com reserves the right to keep the Contribution on the website after the Agreement has been terminated.
11. Assignment: The Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. DivorceMag.com may assign the Agreement without consent in connection with any merger, consolidation, any sale of all or part of its assets related to this Agreement. Any attempt to assign or transfer the Agreement other than in accordance with this provision will be null and void.
12. Governing Law: This Agreement shall be governed by the laws of Ontario, Canada. The blog writer agrees that any claim or dispute must be resolved either through mediation or by a court located in Toronto, ON Canada.
13. Relationship of the Parties: The parties acknowledge and agree that they are dealing with each other as independent contractors. Neither the Agreement, nor any terms and conditions contained in the Agreement may be construed as creating or constituting an employee-employer relationship, a partnership, a joint venture, a franchise, or an agency between you and DivorceMag.com. Neither you nor DivorceMag.com may bind the other in contracts with third parties or make promises or representations on behalf of the other party without a signed written consent, and employees and agents of one party are not for any purpose employees or agents of the other.
14. Severability: If any provision or part of a provision in this Agreement is held to be illegal, invalid, or unenforceable by a court or other decision-making authority of competent jurisdiction, then the remainder of the provision will be enforced so as to effect the intention of the parties, and the validity and enforceability of all other provisions in this Agreement will not be affected or impaired.
15. No General Waiver: Waiver of any one default will not waive subsequent defaults of the same or different kind, and no failure or delay of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of those rights.
16. Amendments: DivorceMag.com may amend this Agreement from time-to-time by providing you with notice of the amended Agreement via email; you agree to update your email address as necessary on your “About Me” profile page in “My Account” so that DivorceMag.com can send you amended Agreements. In addition to any other acceptance procedure, your submission of new Contribution following notice of the amended Agreement constitutes your acceptance of the amended Agreement. Except for the foregoing, this Agreement may be amended only by a written agreement signed by authorized representatives of both parties.
17. Third-Party Beneficiary: DivorceMag.com’s affiliates and parent, and their respective officers, directors, employees, representatives, licensees, and agents shall be third-party beneficiaries under this Agreement solely with respect to Section 9. As third-party beneficiaries, they shall have the right to enforce Section 9 on their own behalf, but are not parties hereto and shall have no obligation under this Agreement.